EXHIBIT
10.34

     

    UNITED
STATES BANKRUPTCY COURT

    FOR
THE WESTERN DISTRICT OF MICHIGAN

     

    
      
        
          
            
              
                	
                        In
      re:

                      	
                        )

                      	 
      
	 
      	
                        )

                      	
                        Chapter
      11

                      
	
                        AURORA
      OIL & GAS CORPORATION,

                      	
                        )

                      	 
      
	 
      	
                        )

                      	
                        Bankruptcy
      Case No.: 09-08254 (SWD)

                      
	
                        Debtor.

                      	
                        )

                      	 
      
	    
      	
                        )

                      	 
      
	 	)	 
	
                        In
      re:

                      	
                        )

                      	
                        Chapter
      11

                      
	 
      	
                        )

                      	
                         

                      
	
                        HUDSON
      PIPELINE& PROCESSING CO.,
      LLC,

                      	
                        )

                      	
                        Bankruptcy
      Case No.: 09-08255 (SWD)

                      
	 	
                        )

                      	 
	 
      	
                        )

                      	
                         

                      
	
                        Debtor.

                      	
                        )

                      	 
      
	  
        	
                        )

                      	 
      


              

            

          

        

      

    

    


    MODIFIED FIRST AMENDED JOINT PLAN OF

    REORGANIZATION
OF DEBTORS AURORA OIL & GAS

    CORPORATION AND HUDSON
PIPELINE & PROCESSING CO., LLC

    
    

     

    
      	 	
              Submitted
      by:

               

              WARNER
      NORCROSS & JUDD LLP

              Stephen
      B. Grow (P39622)

              900
      Fifth Third Center, 111 Lyon Street NW

              Grand
      Rapids, Michigan 49503

              Telephone:  (616)
      752-2158

              Facsimile:  (616)
      222-2158

              sgrow@wnj.com

               

              -and-

               

              CAHILL
      GORDON & REINDEL llp

              Joel
      H. Levitin

              Stephen
      J. Gordon

              Eighty
      Pine Street

              New
      York, New York 10005-1702

              Telephone:  (212)
      701-3000

              Facsimile:  (212)
      269-5420

               

              Attorneys
      for the Debtors and
Debtors-in-Possession

            


    

     

    Dated:  November
5, 2009

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Aurora
Oil & Gas Corporation and Hudson Pipeline & Processing Co., LLC, the
above-captioned debtors and debtors-in-possession propose the following modified
first amended joint plan of reorganization pursuant to Chapter 11 of the
Bankruptcy Code.

     

    
      ARTICLE
I

    

     

    DEFINITIONS

     

    The
following terms used in the Plan shall have the meanings specified below, and
such meanings shall be equally applicable to both the singular and plural forms
of such terms, unless the context otherwise requires.  Any terms
defined in the Disclosure Statement and not otherwise defined herein shall have
the meanings set forth in the Disclosure Statement when used
herein.  Any term used in the Plan, whether or not capitalized, that
is not defined in the Plan or in the Disclosure Statement, but that is defined
in the Bankruptcy Code, the Bankruptcy Rules, or the Local Bankruptcy Rules,
shall have the meaning set forth in the Bankruptcy Code, the Bankruptcy Rules,
or the Local Bankruptcy Rules.

     

    1.1.           Administrative
Agents:  Collectively, the First Lien Loan Administrative
Agent, the Second Lien Loan Administrative Agent, and the DIP Facility
Administrative Agent.

     

    1.2.           Administrative
Claims:  The collective reference to all Claims for costs and
expenses of administration of these Cases with priority under Bankruptcy Code §
507(a)(2), costs and expenses allowed under Bankruptcy Code § 503(b), the
actual and necessary costs and expenses of preserving the respective Estates of
the Debtors and operating the respective businesses of the Debtors, any
indebtedness or obligations incurred or assumed by either of the Debtors
pursuant to Bankruptcy Code § 364 or otherwise, professional fees and expenses
of the Debtors and the Creditors Committee, in each case to the extent allowed
by an order of the Bankruptcy Court under Bankruptcy Code § 330(a) or § 331, and
any fees or charges assessed against the respective Estates under 28 U.S.C. §
1930; provided,
however, that
the Holder of an Administrative Claim (except for an Administrative Claim based
upon Professional Fees, the allowance and timing for filing of applications for
Professional Fees being governed by Plan Section 13.7) arising prior to the
Effective Date (other than for goods or non-professional services provided to
the Debtors during these Cases in the ordinary course of their business) must
file a request for payment on or before 30 days after the Effective Date for
such Administrative Claim to be eligible to be considered an Allowed
Claim.

     

    1.3.           Affiliate:  This
term shall have the meaning assigned to it in Bankruptcy Code § 101(2);
provided, however, that where
the context so requires, the term “debtor” in such section shall mean that
entity to which the defined term “Affiliate” refers.

     

    1.4.           Allowance
Date:  With reference to a particular Claim, the date on which
such Claim becomes an Allowed Claim; provided, however, that, if a
Claim becomes an Allowed Claim pursuant to an order of the Bankruptcy Court, the
Allowance Date shall be the date on which such order becomes a Final Order, and
if a Claim becomes an Allowed Claim pursuant to the Plan, the Allowance Date
shall be deemed the Effective Date.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    1.5.           Allowed:  Such word
shall mean, with reference to a Claim:  except as otherwise provided
in the Plan (a) any Claim against a Debtor that has been listed by such Debtor
in the Schedules filed by such Debtor as liquidated in an amount greater than
zero dollars and not disputed or contingent and for which no contrary Proof of
Claim has been filed and as to which no timely objection has been interposed;
(b) any Claim as to which a Proof of Claim has been timely filed and (i) no
objection to the allowance thereof has been timely interposed on or before the
Claims Objection Bar Date, and (ii) such Claim has not (as applicable) been
withdrawn, paid in full (pursuant to a prior order of the Bankruptcy Court or
otherwise), or otherwise deemed satisfied in full; (c) any Claim as to which any
objection thereto has been determined by a Final Order in favor of the
respective Claim, or any such objection has been settled, waived through
payment, or withdrawn; (d) any Claim that has otherwise been allowed by a Final
Order (including, without limitation, the DIP Facility Order, with respect to
DIP Facility Claims); (e) any Claim as to which, upon the lifting of the
automatic stay pursuant to Bankruptcy Code § 362, the liability of a Debtor,
allowance, and the amount thereof are determined by a Final Order of a court of
competent jurisdiction other than the Bankruptcy Court; (f) with respect to any
Administrative Claim for goods or non-professional services provided to the
Debtors during these Cases in the ordinary course of their business, (i) no
objection to the allowance thereof has been timely interposed on or before the
Claims Objection Bar Date, and (ii) such Administrative Claim has not been
withdrawn, paid in full (pursuant to a prior order of the Bankruptcy Court or
otherwise in the ordinary course of their business), or otherwise deemed
satisfied in full in the ordinary course of their business; or (g) any Claim
that is expressly deemed an Allowed Claim under the Plan.  Unless
otherwise ordered by the Bankruptcy Court prior to Confirmation, or as
specifically provided to the contrary in this Plan with respect to any
particular Claim, an “Allowed” Claim shall not, for any purpose under the Plan,
include (i) any interest on such Claim to the extent accruing or maturing on or
after the Petition Date, (ii) punitive or exemplary damages, or (iii) any fine,
penalty, or forfeiture.

     

    1.6.           Allowed  . . .
Claims:  All Allowed Claims in the particular Class or of the
specific type or nature described.

     

    1.7.           Allowed Insured
Claims:  All Insured Claims that are Allowed
Claims.

     

    1.8.           Amended and Restated
By-Laws:  The by-laws of Reorganized Aurora on or after the
Effective Date, the form of which is to be included in the Plan Supplement to
the extent not submitted earlier.

     

    1.9.           Amended and Restated Articles of
Incorporation:  The amended and restated articles of
incorporation of Reorganized Aurora on or after the Effective Date, the form of
which is to be included in the Plan Supplement to the extent not submitted
earlier.

     

    1.10.         Amended and Restated LLC
Agreement:  The amended and restated limited liability company
agreement of Reorganized HPPC on or after the Effective Date, the form of which
is to be included in the Plan Supplement to the extent not submitted
earlier.

     

    1.11.         Articles of Conversion in
Utah:  The articles of conversion to be filed, subject to
Section 6.19(b) hereof, with the Secretary of State of Utah on or after the
Effective Date effecting and evidencing the Utah Conversion, the form of which
is to be attached as an exhibit to the Voting Agreement and included in the Plan
Supplement.

     

    
      
        
           


        

        
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    1.12.        Assets:  All of the
right, title, and interest of either of the Debtors in and to any and all assets
and property, whether tangible, intangible, real, or personal, that constitute
property of the respective Estates within the purview of Bankruptcy Code § 541,
including, without limitation, any and all claims, Causes of Action, and/or
rights of the respective Debtors under federal and/or state law.

     

    1.13.       
Assumption
Dispute:  Such term shall have the meaning ascribed to it in
Plan Section 7.2.

     

    1.14.        Aurora:  Debtor
Aurora Oil & Gas Corporation, a Utah corporation.

     

    1.15.        Aurora
Operating:  Aurora Operating, LLC.

     

    1.16.        Avoidance
Claims:  All of the Debtors’ and the Estates’ Causes of Action
against any Person arising under any of Bankruptcy Code §§ 502(d), 544, 545,
547, 548, 549, 550, and/or 553, or under similar or related state or federal
statutes and common law, including, without limitation, all preference,
fraudulent conveyance, fraudulent transfer, and/or other similar avoidance
claims, rights, and Causes of Action, whether or not litigation has been
commenced as of the Effective Date to prosecute such Avoidance
Claims.

     

    1.17.        Ballot:  The form
distributed to each Holder (as determined as of the Record Date in the case of a
Holder of an Allowed Claim in Class 2A or Class 2B) of an impaired Claim in
Class 2A, Class 2B, Class 3A, or Class 3B on which is to be indicated either an
acceptance or a rejection of the Plan.

     

    1.18.        Bankruptcy
Code:  The Bankruptcy Reform Act of 1978, Title 11, United
States Code, as amended from time to time, and made applicable to these
Cases.

     

    1.19.        Bankruptcy
Court:  The United States Bankruptcy Court for the Western
District of Michigan, or any other court of competent jurisdiction exercising
jurisdiction over these Cases.

     

    1.20.        Bankruptcy
Rules:  The Federal Rules of Bankruptcy Procedure, promulgated
under Section 2075, Title 28, United States Code, as amended from time to time,
and made applicable to these Cases.

     

    1.21.        Business Day:  A day
other than a Saturday, Sunday, “legal holiday” (as such term is defined in
Bankruptcy Rule 9006(a)), or any other day on which commercial banks in Traverse
City, Michigan are authorized or required by law to close.

     

    1.22.        Cases:  The cases
for the reorganization of the Debtors commenced by voluntary petitions under
Chapter 11 of the Bankruptcy Code, filed on the Petition Date, in the Bankruptcy
Court.

     

    1.23.        Cash:  Legal tender
of the United States of America and equivalents thereof.

     

    


    
      
        
           


        

        
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    1.24.        Cause of
Action:  Any and all actions, proceedings, causes of action,
claims, suits, accounts, controversies, rights to legal or equitable remedies,
and rights to payment, whether known, unknown, reduced to judgment, not reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, secured, or unsecured and whether asserted or unasserted,
in law, equity, or otherwise.

     

    1.25.       Certificates of Conversion to
Delaware:  The certificate of conversion filed, subject to
Section 6.19(b) hereof, with the Secretary of State of Delaware and articles of
conversion filed with the Secretary of State of Utah on or after the Effective
Date effecting and evidencing the Delaware Conversion, the form of which is to
be attached as an exhibit to the Voting Agreement and included in the Plan
Supplement.

     

    1.26.        Chapter 11:  Chapter
11 of the Bankruptcy Code.

     

    1.27.       
Claim:  Any
right to payment from one or more of the Debtors arising, or with respect to
which the obligation giving rise to such right has been incurred, before the
Effective Date, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured; or any right to an equitable remedy for
breach of performance arising, or with respect to which the obligation giving
rise to such right has been incurred, before the Effective Date, if such breach
gives rise to a right to payment from one or more of the Debtors, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured.

     

    1.28.        Claims
Agent:  Donlin, Recano & Company, Inc., in its capacity as
the claims, noticing, and balloting agent in these Cases.

     

    1.29.        Claims Objection Bar
Date:  With respect to any Claim, the date on or before the
later of (i) the 90th day
following the Effective Date; or (ii) the 90th day
after the date such Claim is timely filed; or (iii) such later date as may be
established from time to time by entry of an order, prior to the expiration of
the dates set forth in clauses (i) and (ii) hereof, by the Bankruptcy Court
establishing the last date for filing objections to Claims.

     

    1.30.        Class:  A category,
designated herein, of Claims or Interests that are substantially similar to the
other Claims or Interests in such category as specified in Article II of the
Plan.

     

    1.31.        Confirmation:  The
entry on the docket of the Bankruptcy Court of the Confirmation
Order.

     

    1.32.        Confirmation
Date:  The date upon which Confirmation occurs.

     

    1.33.        Confirmation
Order:  The order of the Bankruptcy Court confirming the
Plan.

     

    1.34.        Credit
Facilities:  Collectively, the DIP Facility, the First Lien
Loan, and the Second Lien Loan.

     

    1.35.        Creditor:  Any
Holder of an Allowed Claim against one or more of the Debtors that arose (or is
based on an obligation incurred) on or before the Petition Date, including,
without limitation, any Allowed Claim against the respective Estates of a kind
specified in Bankruptcy Code § 502(g), (h), or (i).

     

    


    
      
        
           


        

        
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    1.36.        Creditors
Committee:  The official committee of unsecured creditors
formed in these Cases on July 21, 2009, as constituted from time to
time.

     

    1.37.        Debtor:  Either one
of the Debtors.

     

    1.38.       
Debtors:  Together,
Aurora and HPPC.

     

    1.39.        Debtor
Parties:  Collectively, the Debtors, the Reorganized Debtors,
the Estates, and any Person seeking to exercise the rights of the Estates,
including, without limitation, any successor to the Debtors or any Estate
representative appointed or selected pursuant to Bankruptcy Code § 1123(b) or
otherwise (including, without limitation, any Chapter 11 or Chapter 7 trustee
appointed in either of these Cases), on their own behalf and on behalf of all
the Debtors’ respective Interest Holders and Creditors
derivatively.

     

    1.40.        Debtor Releasing
Parties:  Collectively, the Debtor Parties and each of their
respective current and former directors, officers, employees, stockholders,
members, principals, subsidiaries, affiliates, predecessors, successors, and
assigns.

     

    1.41.       
Delaware Certificate of
Formation:  The certificate of formation of the Delaware
limited liability company, into which Reorganized Aurora will be converted,
subject to Section 6.19(b) hereof, pursuant to the Delaware Conversion, to be
filed with the Secretary of State of Delaware after the Effective Date, the form
of which is to be attached as an exhibit to the Voting Agreement and included in
the Plan Supplement.

     

    1.42.        Delaware
Conversion:  The conversion of Reorganized Aurora from a Utah
limited liability company into a Delaware limited liability company to be
effected, subject to Section 6.19(b) hereof, after the Utah
Conversion.

     

    1.43.        Deka:  Deka,
Inc.

     

    1.44.       
DIP
Facility:  The debtor-in-possession credit facility established
pursuant to a credit agreement, dated as of October 6, 2009 and as may be
amended, supplemented, or extended from time to time, among Aurora, as borrower,
the DIP Facility Guarantor, as guarantor, the DIP Facility Lenders, as lenders,
and the DIP Facility Administrative Agent, as administrative agent to the DIP
Facility Lenders, together with (a) the documents, instruments, and agreements
related thereto or entered into in connection therewith, and (b) the DIP
Facility Order and any subsequent orders of the Bankruptcy Court related thereto
or entered into in connection therewith.

     

    1.45.        DIP Facility Administrative
Agent:  The Administrative Agent, as such term is defined in
the DIP Facility, which is currently BNP Paribas, and all successors and assigns
thereof.

     

    1.46.       
DIP Facility
Claims:  All Claims of the DIP Facility Administrative Agent
and the DIP Facility Lenders against the Debtors represented by, related to,
arising under, or in connection with the DIP Facility and/or the DIP Facility
Guarantee, for all outstanding obligations thereunder incurred through and
including the Effective Date, after taking into account the sum of all payments
made to the DIP Facility Lenders prior to the Effective Date on account of such
Claims (if any).

     

    
      
        
           


        

        
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    1.47.        DIP Facility
Guarantee:  The guarantee executed and delivered by the DIP
Facility Guarantor in respect of Aurora’s obligations under the DIP
Facility.

     

    1.48.        DIP Facility
Guarantor:  HPPC, in its capacity as the guarantor pursuant to
the DIP Facility Guarantee of Aurora’s obligations under the DIP
Facility.

     

    1.49.       
DIP Facility
Lenders:  The Lenders (as defined in the DIP Facility) in their
respective capacities as the lenders under the DIP Facility, and their
respective participants (if any), successors, and assigns
thereunder.

     

    1.50.        DIP Facility
Order:  The Final Order of the Bankruptcy Court, dated October
5, 2009, approving the DIP Facility.

     

    1.51.        Directors & Officers Liability
Insurance Policies:  Collectively, those certain directors and
officers liability insurance policies issued to Aurora, as
follows:  (1) Policy No. 00-330-92-04, underwritten by National Union
Fire Insurance Company of Pittsburg, Pa., effective October 31, 2008 - October
31, 2009; (2) Policy No. 8207-5267, underwritten by Federal Insurance Company,
effective October 31, 2008 - October 31, 2009; (3) runoff policy issued by
National Union Fire Insurance Company of Pittsburgh, Pa., with a six-year
effective date from date of trigger; and (4) runoff policy issued by Federal
Insurance Company, with a six-year effective date from date of trigger, and all
endorsements, tails, and other materials relating thereto, as the same has been
expanded from time to time.

     

    1.52.        Disclosure
Statement:  The disclosure statement and all supplements and
exhibits thereto that relate to the Plan and are approved by the Bankruptcy
Court pursuant to Bankruptcy Code § 1125, as the same may be amended or modified
by the Debtors from time to time pursuant to the Bankruptcy Code, the Bankruptcy
Rules, or the Local Bankruptcy Rules.

     

    1.53.        Disputed Claim:  A
Claim as to which a Proof of Claim has been filed, or deemed filed under
applicable law, as to which an objection has been or may be timely filed and
which objection, if timely filed, has not been withdrawn and has not been
overruled or denied by a Final Order.  A Claim shall be considered a
Disputed Claim in its entirety if (for among other reasons):  (i) the
amount of the Claim specified in the applicable Proof of Claim exceeds the
amount of any corresponding Claim scheduled by the Debtors in the Schedules or
in the applicable Debtor’s books and records; (ii) any corresponding Claim
scheduled by the Debtors in the Schedules has been scheduled as disputed,
contingent, unliquidated, or at $0, irrespective of the amount scheduled or as
set forth on the applicable Debtor’s books and records; (iii) no corresponding
Claim has been scheduled by the Debtors in the Schedules or is not set forth in
the applicable Debtor’s books and records; or (iv) such Proof of Claim has been
filed after the last date to timely do so as established either pursuant to a
Final Order of the Bankruptcy Court or as otherwise set forth in this Plan (as
applicable).

     

    
      
        
           


        

        
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    1.54.        Disputed Claims
Reserve:  This term shall have the meaning set forth in Plan
Section 6.10(a).

     

    1.55.        Disputed Class . . .
Claim:  Any Disputed Claim in the particular Class
described.

     

    1.56.        Distribution Record
Date:  The record date for purposes of making distributions
under the Plan on account of Allowed Claims, which date shall be the first
Business Day following the Confirmation Date or such other date designated as
such in the Confirmation Order.

     

    1.57.        Effective Date:  The
Business Day on which the Plan becomes effective as provided in Article VIII of
the Plan.

     

    1.58.        Employees:  Collectively,
the present and former employees (including retirees) of either of the
Debtors.

     

    1.59.       
Equity Compensation Plan for
Non-Employee Directors:  That certain equity compensation plan,
adopted and approved by Aurora in 2001, which provides that each non-employee
director of Aurora is entitled to receive options to purchase 100,000 shares of
Old Aurora Common Stock, issuable in increments of options to purchase 33,333
shares each year over a period of 3 years, so long as the director continues in
office.

     

    1.60.        Estate(s):  Individually,
the estate of each Debtor in these Cases, and, collectively, the estates of both
of the Debtors in these Cases, created pursuant to Bankruptcy Code §
541.

     

    1.61.        Executory
Contract:  Any executory contract or unexpired lease, subject
to Bankruptcy Code § 365, between either of the Debtors and any other Person or
Persons, specifically excluding any contracts or agreements entered into
pursuant to the Plan and any of the respective Debtors’ “oil and gas
leases.”

     

    1.62.        Existing Stock Option
Plans:  Collectively, the 2004 Equity Incentive Plan, the 2006
Stock Incentive Plan, the 1997 Stock Option Plan, and the Equity Compensation
Plan for Non-Employee Directors, and any other stock option plan of either of
the Debtors in existence as of the Confirmation Date.

     

    1.63.       
Exit Credit
Facility:  That certain secured exit credit facility, together
with all documents, instruments, and agreements related thereto or entered into
in connection therewith, that may be entered into by the Reorganized Debtors, as
borrowers or guarantor (as applicable), the Exit Credit Facility Lenders, as
lenders, and the Exit Credit Facility Administrative Agent, as administrative
agent for the Exit Credit Facility Lenders, effective as of the Effective
Date.

     

    1.64.       
Exit Credit Facility
Administrative Agent:  The Administrative Agent, as such term
is defined in the Exit Credit Facility, which is BNP Paribas, and all successors
and assigns thereof.

     

    1.65.        Exit Credit Facility
Guarantee:  Any guarantee that is to be executed and delivered
by the Exit Credit Facility Guarantor, concurrently with the execution and
delivery of any Exit Credit Facility, in respect of the borrower’s obligations
under the Exit Credit Facility, including, without limitation, the obligations
under the New Secured Notes and the outstanding Working Capital
Loans.

     

    
      
        
           


        

        
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    1.66.        Exit Credit Facility
Guarantor:  Reorganized HPPC, in its capacity as the guarantor
of Reorganized Aurora’s obligations under the Exit Credit Facility pursuant to
the Exit Credit Facility Guarantee.

     

    1.67.        Exit Credit Facility
Lenders:  Collectively, the lenders under the Exit Credit
Facility, and their respective participants, successors, and assigns
thereunder.

     

    1.68.        Final Order:  Any
order or judgment entered by the Bankruptcy Court or other court that has not
been reversed or stayed and as to which the time to appeal, petition for
certiorari, or move for reargument or rehearing has expired and as to which no
appeal, petition for certiorari, or other proceedings for reargument or
rehearing shall then be pending or as to which any right to appeal, petition for
certiorari, reargue, or rehear shall have been waived in writing in form and
substance satisfactory to the Debtors or, in the event that an appeal, writ of
certiorari, or reargument or rehearing thereof has been sought, such order or
judgment of the Bankruptcy Court or other applicable court shall have been
affirmed by the highest court to which such order or judgment was appealed, or
certiorari has been denied, or from which reargument or rehearing was sought,
and the time to take any further appeal, petition for certiorari, or move for
reargument or rehearing shall have expired;  provided, however, that the
possibility that a motion under Bankruptcy Code § 502(j), Rules 59 or 60 of the
Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy
Rules may be but has not then been filed with respect to such order or judgment
shall not cause such order or judgment not to be a Final Order.

     

    1.69.        First Lien
Loan:  That certain senior secured credit facility, dated as of
August 20, 2007, in an aggregate amount of up to $100 million, of which
approximately $72.9 million was outstanding as of the Petition Date, as the same
may have been further amended from time to time, by and between Aurora, as
borrower; the First Lien Loan Administrative Agent, as administrative agent,
sole lead arranger, and sole bookrunner; the First Lien Loan Lenders, as
lenders; and the First Lien Loan Guarantors, as guarantors, together with all
documents, instruments, and agreements related thereto or entered into in
connection therewith.

     

    1.70.        First Lien Loan Administrative
Agent:  The Administrative Agent, as such term is defined in
the First Lien Loan, which is currently BNP Paribas, and all successors and
assigns thereof.

     

    1.71.        First Lien Loan
Claims:  All Claims of the First Lien Loan Administrative Agent
and the First Lien Loan Lenders against the Debtors represented by, related to,
arising under, or in connection with the First Lien Loan and/or the First Lien
Loan Guarantees, for any and all outstanding obligations thereunder incurred
through and including the Effective Date, after taking into account the sum of
all payments made to the First Lien Loan Lenders prior to the Effective Date on
account of such Claims.

     

    1.72.        First Lien Loan
Guarantees:  The guarantees issued by the First Lien Loan
Guarantors of Aurora’s repayment obligations under the First Lien
Loan.

     

    
      
        
           


        

        
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    1.73.        First Lien Loan
Guarantors:  The Guarantors, as such term is defined in the
First Lien Loan, and all successors and assigns thereof.

     

    1.74.        First Lien Loan
Lenders:  The Lenders, as such term is defined in the First
Lien Loan, and all participants (if any), successors, and assigns
thereof.

     

    1.75.        General Unsecured
Claims:  Unless otherwise specified in this Plan, all Claims
against one or both of the Debtors; provided, however, that, in
each case, such Claims (a) are not (i) Secured Claims (as provided for, and
determined in accordance with, Bankruptcy Code § 506(a) (including any and all
DIP Facility Claims, First Lien Loan Claims, Second Lien Loan Claims, Class 2C
Claims, or NW Bank Secured Claims), (ii) Administrative Claims, (iii) Priority
Claims, (iv) Tax Claims, or (v) Intercompany Claims; and (b) are not otherwise
entitled to priority under the Bankruptcy Code or any Final Order of the
Bankruptcy Court.

     

    1.76.        Guarantees:  Collectively,
the DIP Facility Guarantee, the First Lien Loan Guarantee, and the Second Lien
Loan Guarantee.

     

    1.77.        Guarantors:  Collectively,
the DIP Facility Guarantor, the First Lien Loan Guarantors, and the Second Lien
Loan Guarantors.

     

    1.78.        Holder:  The
beneficial owner of any Claim or Interest.

     

    1.79.        HPPC:  Debtor Hudson
Pipeline & Processing Co., LLC, a Michigan limited liability.

     

    1.80.        Initial Distribution
Date:  A date not later than 30 days after the Effective Date
(or as soon thereafter as is practicable) or such other date as the Bankruptcy
Court may order.

     

    1.81.        Insured Claim:  Any
Claim arising from an incident or occurrence alleged to have occurred prior to
the Effective Date that is covered under an insurance policy applicable to the
Debtors or their businesses.

     

    1.82.        Intercompany
Claim:  (a) Any account reflecting intercompany book entries by
one Debtor with respect to the other Debtor or (b) any Claim that is not
reflected in such book entries and is held by a Debtor against the other
Debtor.

     

    1.83.        Interest:  An
ownership interest in either of the Debtors as evidenced by an equity security
(as such term is defined in Bankruptcy Code § 101(16)) of any Debtor, any rights
to any dividends or distributions as a result of such ownership, and any option,
warrant, or right to acquire any such ownership interest, including, without
limitation, any and all Claims (i) for damages arising from the rescission of
the purchase or sale of the Old Aurora Common Stock or the Old HPPC Interests,
or (ii) for reimbursement or contribution allowed under Bankruptcy Code § 502 on
account of such Claim, which Claims are subordinated pursuant to Bankruptcy Code
§ 510.

     

    1.84.        Lawson & Kidd
Payment:  The payment to be made by Lawson & Kidd, LLP in
the amount of $32,453, in full settlement of any and all claims or causes of
action that the Debtors or the Estates may have against Lawson & Kidd, LLP
or its principals or any other related Person.

     

    
      
        
           


        

        
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    1.85.        LIBOR:  Such term
shall have the same meaning that “Adjusted LIBO Rate” has under the First Lien
Loan.

     

    1.86.        Lien:  Any lien,
security interest, or other charge or encumbrance of any kind, or any other type
of preferential arrangement, easement, right of way, or other encumbrance on
title to real or personal property.

     

    1.87.        Local Bankruptcy
Rules:  The Local Bankruptcy Rules for the Western District of
Michigan, effective February 1, 2007, as amended from time to time, and made
applicable to these Cases.

     

    1.88.        Management and Director Equity
Plan:  That certain new equity incentive plan, which may be
adopted by the Reorganized Debtors following the Effective Date.

     

    1.89.        Management Transition Services
Agreements:  Collectively, those agreements, which will be
substantially in the form as set forth in the Plan Supplement, by and between
the Debtors and/or the Reorganized Debtors (as applicable) and each of Barbara
Lawson, Rebecca Abbott, David Deneau, Jeffrey Deneau, and John Hunter, pursuant
to which such individuals shall provide transitional services to the Debtors
and/or the Reorganized Debtors (as applicable).

     

    1.90.        New Aurora Class A Common
Stock:  The shares of Class A common stock, par value $0.01 per
share, of Reorganized Aurora, to be issued and distributed in the manner
provided by the Plan and/or issued upon the exercise of the New
Warrants.

     

    1.91.        New Aurora Class B Common
Stock:  The shares of non-voting Class B common stock, par
value $0.01 per share, of Reorganized Aurora, to be issued and distributed in
the manner provided by the Management and Director Equity Plan.

     

    1.92.        New Aurora Common
Stock:  Collectively, the New Aurora Class A Common
Stock  and the New Aurora Class B Common Stock.

     

    1.93.        New Aurora Preferred
Stock:  The shares of preferred stock, par value $0.01 per
share, of Reorganized Aurora, to be issued and distributed in the manner
provided by the Plan.

     

    1.94.        New Secured
Notes:  Collectively, the (a) Tranche A Notes and (b) the
Tranche B Notes.

     

    1.95.        New Warrants:  Such
term shall have the meaning ascribed to it in Plan Section 6.13(e).

     

    1.96.        1997 Stock Option
Plan:  That certain stock option plan, adopted and approved by
Aurora in 1997, pursuant to which Aurora was authorized to issue compensatory
options to purchase up to 1,000,000 shares of Old Aurora Common
Stock.

     

    
      
        
           


        

        
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    1.97.        Non-Debtor Intercompany
Claim:  Any claim, debt, or other obligation held by or against
either Debtor or any Affiliate, or subsidiary of either Debtor, by or against
any non-Debtor subsidiary or Affiliate of a Debtor.

     

    1.98.        Non-Debtor Releasing
Parties:  Collectively, each and every Person that has held,
holds, or may hold a Claim or Interest and that receives a distribution under
this Plan or has its Claim Reinstated.

     

    1.99.        NW
Bank:  Northwestern Bank.

     

    1.100.      NW Bank
Agreements:  Collectively, the NW Bank LCs, the NW Bank Deposit
Account Advance, and the NW Bank Note.

     

    1.101.      NW Bank
Claims:  Collectively, the NW Bank LCs Claim, the NW Bank
Deposit Account Advance Claim, the NW Bank Note Secured Claim, and the NW Bank
Note Deficiency Claim.

     

    1.102.      NW Bank
Collateral:  Collectively, the NW Bank LCs Collateral, the NW
Bank Deposit Account Advance Collateral, and the NW Bank Note
Collateral.

     

    1.103.      NW Bank Deposit Account
Advance:  The advance of funds made by NW Bank in October 2008
to create a deposit account for Aurora at NW Bank.

     

    1.104.      NW Bank Deposit Account Advance
Claim:  The Claims of NW Bank against the Debtors in the amount
of $506,648.82, related to, arising under, or in connection with the NW Bank
Deposit Account Advance, after taking into account the sum of all payments made
to NW Bank prior to the Effective Date on account of such Claims.

     

    1.105.      NW Bank Deposit Account Advance
Collateral:  The sum of $506,648.82 of deposit accounts of
Aurora at NW Bank, which serve as collateral for the NW Bank Deposit Account
Advance Claim.

     

    1.106.      NW Bank
LCs:  The approximately $624,000
in principal amount of letters of credit that NW Bank issued on the Debtors’
account.

     

    1.107.      NW Bank LCs
Claim:  All Claims of NW Bank against the Debtors represented
by, related to, arising under, or in connection with the NW Bank LCs, for any
and all outstanding obligations thereunder incurred through and including the
Effective Date, after taking into account the sum of all payments made to NW
Bank prior to the Effective Date on account of such Claims.

     

    1.108.      NW Bank LCs
Collateral:  The approximately $250,000 in cash collateral
currently in one of Aurora’s bank accounts with NW Bank and a pledge of the
Debtors’ right to receive approximately $400,000, which collectively serve as
collateral for the Debtors’ obligations under the NW Bank LCs.

     

    
      
        
           


        

        
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    1.109.      NW Bank Note:  That
certain promissory note issued by Aurora on September 19, 2005 to NW Bank, the
balance of which as of the Petition Date is approximately $2.6
million.

     

    1.110.      NW Bank Note
Collateral:  Aurora’s corporate headquarters located in
Traverse City, Michigan, which Aurora provided to NW Bank as collateral for the
NW Bank Note.

     

    1.111.      NW Bank Note Deficiency
Claim:  All Claims of NW Bank against Aurora for the
difference, if any, between (i) the aggregate amount owed by Aurora to NW for
any and all outstanding obligations under the NW Bank Note incurred through and
including the Effective Date, after taking into account the sum of all payments
made by Aurora to NW Bank prior to the Effective Date on account of the NW Bank
Note, and (ii) the amount of the NW Bank Note Secured Claim.

     

    1.112.      NW Bank Note Secured
Claim:  All Claims of NW Bank against Aurora represented by,
related to, arising under, or in connection with the NW Bank Note, for any and
all outstanding obligations thereunder incurred through and including the
Effective Date, after taking into account the sum of all payments made to NW
Bank by Aurora prior to the Effective Date on account of such Claims, but only
to the extent of the value of NW Bank’s interest in Aurora’s interests in the NW
Bank Note Collateral, as determined pursuant to Bankruptcy Code § 506(a) and, if
applicable, § 1129(b).

     

    1.113.       NW Bank Secured
Claims:  Collectively, the NW Bank LCs Claim, the NW Bank
Deposit Account Advance Claim, and the NW Bank Note Secured Claim.

     

    1.114.      Old Aurora Common
Stock:  Collectively, the 250,000,000 authorized shares of
common stock of Aurora, with a $0.01 par value, of which 103,282,788 shares were
outstanding as of June 30, 2009, and any options (including, without limitation,
all options issued under any of the Existing Stock Option Plans), warrants, or
rights, contractual or otherwise, to acquire any shares of such
stock.

     

    1.115.      Old HPPC Interests: The limited liability
company membership interests of HPPC, of which 96% were owned by Aurora and the
remaining 4% were owned by Barry A. Riske and Longhorn Properties as of the
Petition Date, and any options, warrants, or rights, contractual or otherwise,
to acquire any additional membership interests of HPPC.

     

    1.116.      Old Stock of . .
..:  When used with reference to a particular Debtor or Debtors,
the common stock, preferred stock, or similar equity ownership interests (as
applicable) issued by such Debtor or Debtors and outstanding immediately prior
to the Petition Date.

     

    1.117.      Person:  An
individual, corporation, partnership, limited liability company, association,
joint stock company, joint venture, estate, trust, unincorporated organization,
government or any political subdivision thereof, or any other
entity.

     

    1.118.      Petition Date:  July
12, 2009, the date upon which the Debtors’ respective petitions for relief under
Chapter 11 commencing these Cases were filed.

     

    
      
        
           


        

        
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    1.119.      PIK Interest:  Such
term shall have the meaning ascribed to it in Plan Section 6.13(g).

     

    1.120.      Plan:  This Modified
First Amended Joint Plan of Reorganization proposed by the Debtors set forth
herein, and all supplements and exhibits hereto, as the same may be amended or
modified by the Debtors from time to time pursuant to, and in accordance with,
the terms hereof, the Bankruptcy Code, the Bankruptcy Rules, the Local
Bankruptcy Rules, or any applicable orders of the Bankruptcy Court.

     

    1.121.      Plan Documents:  The
documents and forms of documents specified or referenced in, and/or to be
executed by either of the Debtors and/or either of the Reorganized Debtors
pursuant to the terms of the Plan and/or the Exit Credit Facility, which
documents may include, among others, the Amended and Restated By-Laws; the
Amended and Restated Articles of Incorporation; the Amended and Restated LLC
Agreement; any and all documents establishing the terms and conditions of the
Exit Credit Facility, the New Secured Notes, the Working Capital Loans, and the
Exit Credit Facility Guarantee; any and all documents establishing the terms and
conditions of the New Aurora Preferred Stock, the New Aurora Class A Common
Stock, or the New Aurora Class B Common Stock; any and all documents
establishing the terms and conditions of the New Warrants; the Registration
Rights Agreement; the Voting Agreement; and any and all documents establishing
the terms and conditions of the Management and Director Equity Plan (if any); as
all such documents and forms of documents may be amended and/or supplemented
from time to time, all of which documents shall be in form and substance
satisfactory to the Debtors.

     

    1.122.      Plan Rejection Bar
Date:  Such term shall have the meaning ascribed to it in Plan
Section 7.4(a).

     

    1.123.      Plan
Supplement:  The supplement to the Plan containing a
compilation of the draft forms and/or summaries of certain of the Plan Documents
and certain related lists, summaries, and/or schedules, as may be amended,
modified, or supplemented from time to time thereafter in accordance with the
Plan.

     

    1.124.      Priority
Claims:  All Claims that are entitled to priority pursuant to
Bankruptcy Code § 507(a) or (b) that are not Administrative Claims or Tax
Claims.

     

    1.125.      Professional(s):  Any
professional(s) employed in these Cases pursuant to Bankruptcy Code §§ 327, 328,
1103, or otherwise, and any professional(s) seeking compensation or
reimbursement of expenses in connection with these Cases pursuant to Bankruptcy
Code §§ 330, 331, and/or 503(b)(4).

     

    1.126.      Professional
Fees:  All fees due and owing to any Professional for
compensation or reimbursement of costs and expenses relating to services
incurred on and after the Petition Date and on and prior to the Effective
Date.

     

    1.127.      Proof of Claim:  Any
written statement filed in these Cases by a Creditor in which such Creditor sets
forth the amount purportedly owed and sufficient supporting details to identify
the basis for a Claim.

     

    
      
        
           


        

        
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    1.128.      Pro
Rata:  Proportionately, so that a Pro Rata distribution with
respect to an Allowed Claim of a particular Class bears the same ratio to all
distributions (and, in the case of Disputed Claims, allocations) on account of a
particular Class or Classes, as the dollar amount of such Allowed Claim bears to
the dollar amount of all Allowed Claims and Disputed Claims (as applicable) in
such Class or Classes.

     

    1.129.      Record Date:  The
record date for voting on the Plan, which shall be November 5, 2009, for Holders
of Allowed Claims in Class 2A or Class 2B.

     

    1.130.      Registration Rights
Agreement:  The registration rights agreement to be entered
into by Reorganized Aurora, substantially in the form to be included in the Plan
Supplement.

     

    1.131.      Reinstated or
Reinstatement:  Either (i) leaving unaltered the legal,
equitable, and contractual right to which a Claim entitles the Holder of such
Claim so as to leave such Claim unimpaired in accordance with Bankruptcy Code §
1124 or (ii) notwithstanding any contractual provision or applicable law that
entitles the Holder of such Claim to demand or receive accelerated payment of
such Claim after the occurrence of a default, (a) curing any such default that
occurred before or after the Petition Date, other than a default of a kind
specified in Bankruptcy Code § 365(b)(2); (b) reinstating the maturity of such
Claim as such maturity existed before such default; (c) compensating the Holder
of such Claim for any damages incurred as a result of any reasonable reliance by
such Holder on such contractual provision or such applicable law; or (d) not
otherwise altering the legal, equitable, or contractual rights to which such
Claim entitles the Holder of such Claim; provided, however, that any
contractual right that does not pertain to the payment when due of principal and
interest on the obligation on which such Claim is based, including, but not
limited to, financial covenant ratios, negative pledge covenants, covenants or
restrictions on merger or consolidation, and affirmative covenants regarding
corporate existence, prohibiting certain transactions or actions contemplated by
the Plan, or conditioning such transactions or actions on certain factors, shall
not be required to be reinstated in order to accomplish the
Reinstatement.

     

    1.132.      Rejection
Claims:  All Claims arising as a result of a Debtor’s rejection
of an Executory Contract pursuant to Bankruptcy Code §§ 365 and 1123, subject to
the limitations provided in Bankruptcy Code § 502(b).

     

    1.133.      Released
Parties:  Collectively, (i) the Debtors and the Reorganized
Debtors; (ii) the First Lien Loan Lenders, the Second Lien Loan Lenders, the DIP
Facility Lenders, and the Administrative Agents, solely in their respective
capacities as such; (iii) BNP Paribas, in its capacity as (A) sole lead arranger
and sole bookrunner under the First Lien Loan, the Second Lien Loan, and the DIP
Facility and (B) issuing bank under the First Lien Loan and the DIP Facility;
(iv) the Creditors Committee and the members thereof, solely in their respective
capacities as such; (v) the current and former directors, officers,
stockholders, professionals, and employees of (a) the Debtors and (b) the
Reorganized Debtors; (vi) with respect to each of the foregoing Persons, such
Person’s predecessors, successors, and assigns, and current and former
directors, officers, employees, stockholders, members, subsidiaries, affiliates,
principals, agents, advisors, financial advisors, attorneys, accountants,
investment bankers, consultants, underwriters, appraisers, representatives, and
other professionals, in each case in their respective capacities as such; and
(vii) any Person claimed to be liable derivatively through any Person referred
to in clauses (i), (ii), (iii), (iv), (v) or (vi) of this Section
1.133.

     

    
      
        
           


        

        
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    1.134.      Releasing Party or Releasing Parties:
Either a Non-Debtor Releasing Party or a Debtor Party (as applicable), or
collectively, the Non-Debtor Releasing Parties and the Debtor Parties (as
applicable).

     

    1.135.      Reorganized
Aurora:  Aurora, as reorganized on and after the Effective
Date.

     

    1.136.      Reorganized Aurora LLC
Agreement:  The Limited Liability Company Agreement of
Reorganized Aurora to become effective, subject to Section 6.19(b) hereof, after
the Effective Date upon the consummation of the Delaware Conversion, the form of
which is to be attached as an exhibit to the Voting Agreement and included in
the Plan Supplement.

     

    1.137.      Reorganized
Debtors:  Collectively, Reorganized Aurora and Reorganized
HPPC.

     

    1.138.      Reorganized
HPPC:  HPPC, as reorganized on and after the Effective
Date.

     

    1.139.      Schedules:  The
schedules of assets and liabilities and statements of financial affairs that
have been filed, or may be filed, in the Bankruptcy Court by the Debtors in
accordance with Bankruptcy Code § 521 and/or any applicable ruling of the
Bankruptcy Court, as any such schedules or statements (if any) may be amended or
supplemented from time to time in accordance with Bankruptcy Rule 1009 or an
order of the Bankruptcy Court.

     

    1.140.      Second Lien
Loan:  That certain second lien term loan facility, in an
initial amount of up to $50 million, dated as of August 20, 2007, as the same
may have been amended from time to time, by and between Aurora, as borrower; the
Second Lien Loan Administrative Agent, as administrative agent; BNP Paribas as
the sole lead arranger and sole bookrunner; the Second Lien Loan Lenders, as
lenders; and the Second Lien Loan Guarantors, as guarantors, together with all
documents, instruments, and agreements related thereto or entered into in
connection therewith.

     

    1.141.      Second Lien Loan Administrative
Agent:  The Administrative Agent, as such term is defined in
the Second Lien Loan, which is currently Laminar Direct Capital, LLC, and all
successors and assigns thereof.

     

    1.142.      Second Lien Loan
Claims:  All Claims of the Second Lien Loan Administrative
Agent and the Second Lien Loan Lenders against the Debtors represented by,
related to, arising under, or in connection with the Second Lien Loan and/or the
Second Lien Loan Guarantees, for any and all outstanding obligations thereunder
incurred through and including the Effective Date, after taking into account the
sum of all payments made to the Second Lien Loan Lenders prior to the Effective
Date on account of such Claims.

     

    1.143.      Second Lien Loan
Guarantees:  The guarantees issued by the Second Lien Loan
Guarantors of Aurora’s repayment obligations under the Second Lien
Loan.

     

    
      
        
           


        

        
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    1.144.      Second Lien Loan
Guarantors:  The Guarantors, as such term is defined in the
Second Lien Loan, and all successors and assigns thereof.

     

    1.145.      Second Lien Loan
Lenders:  The Lenders, as such term is defined in the Second
Lien Loan, and all participants (if any), successors, and assigns
thereof.

     

    1.146.      Secondary Liability
Claim:  A Claim that arises from a Debtor being liable as a
guarantor of, or otherwise being jointly, severally, or secondarily liable for,
any contractual, tort, or other obligation of another Debtor, including any
Claim based on:  (a) guarantees of collection, payment, or performance
(including, but not limited to, any of the Guarantees or any guarantee relating
to any Executory Contract); (b) indemnity bonds, obligations to indemnify, or
obligations to hold harmless; (c) performance bonds; (d) contingent liabilities
arising out of contractual obligations or out of undertakings (including any
assignment or other transfer) with respect to leases, operating agreements, or
other similar obligations made or given by a Debtor relating to the obligations
or performance of another Debtor; (e) vicarious liability; (f) liabilities
arising out of piercing the corporate veil, alter ego liability, or similar
legal theories; or (g) any other joint or several liability that any Debtor may
have in respect of any obligation that is the basis of a Claim.

     

    1.147.      Secured Claims:  All
Claims that are secured by a properly perfected and not otherwise avoidable Lien
on property in which an Estate has an interest or that is subject to setoff
under Bankruptcy Code § 553, solely to the extent of the value of the Claim
Holder’s interest in the applicable Estate’s interest in such property or to the
extent of the amount subject to setoff, as applicable, as determined pursuant to
Bankruptcy Code § 506(a) and, if applicable, § 1129(b); provided, however, that if the
Holder of a Secured Claim is entitled to and does timely elect application of
Bankruptcy Code § 1111(b)(2), then such Holder’s Claim shall be a Secured Claim
to the extent such Claim is Allowed.

     

    1.148.      Securities Act:  The
Securities Act of 1933, as amended.

     

    1.149.      Tax Claims:  All
Claims that are entitled to priority under Bankruptcy Code
§ 507(a)(8).

     

    1.150.      Tranche A
Notes:  The $20 million of reinstated and modified indebtedness
previously funded and outstanding pursuant to the First Lien Loan, to be issued
by Reorganized Aurora under the Exit Credit Facility as secured tranche A notes,
and to be guaranteed by the Exit Credit Facility Guarantor pursuant to the Exit
Credit Facility Guarantee, and all security and other documents related thereto
or entered into in connection therewith.

     

    1.151.      Tranche B
Notes:  The $20 million of reinstated and modified indebtedness
previously funded and outstanding pursuant to the First Lien Loan, to be issued
by Reorganized Aurora under the Exit Credit Facility as secured tranche B notes,
and to be guaranteed by the Exit Credit Facility Guarantor pursuant to the Exit
Credit Facility Guarantee, and all security and other documents related thereto
or entered into in connection therewith.

     

    1.152.      Triggering
Event:  The passing of 18 months after the Effective
Date.

     

    
      
        
           


        

        
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    1.153.      2004 Equity Incentive
Plan:  That certain equity incentive plan, adopted and approved
by Aurora in 2004, which plan provides for the grant of options or restricted
shares for compensatory purposes for up to 1,000,000 shares of Old Aurora Common
Stock.

     

    1.154.      2006 Stock Incentive
Plan:  That certain stock incentive plan, adopted and approved
by Aurora in 2006, which plan provides for the award of options or restricted
shares for compensatory purposes for up to 8,000,000 shares of Old Aurora Common
Stock.

     

    1.155.      Utah Articles of
Organization:  The certificate of formation of the Utah limited
liability company into which Reorganized Aurora will be converted, subject to
Section 6.19(b) hereof, pursuant to the Utah Conversion, to be filed with the
Secretary of State of Utah after the Effective Date, the form of which is to be
attached as an exhibit to the Voting Agreement and included in the Plan
Supplement.

     

    1.156.      Utah
Conversion:  The conversion of Reorganized Aurora from a Utah
corporation to a Utah limited liability company to be effected, subject to
Section 6.19(b) hereof, after the Effective Date.

     

    1.157.      Utility
Companies:  Those Persons who, in connection with the operation
of the Debtors’ business and the Debtors’ management of their properties,
supplied or provided electricity, water, sewer, telephone, communications, trash
collection, and/or other services of this general character to either of the
Debtors prior to the Petition Date.

     

    1.158.       Voting
Agreement:  The voting agreement, substantially in the form to
be included in the Plan Supplement, to be entered into on the Effective Date by
Reorganized Aurora and the respective holders of the New Aurora Class A Common
Stock  and the New Aurora Preferred Stock, pursuant to which the
respective holders of the New Aurora Class A Common Stock  and the New
Aurora Preferred Stock will agree, subject to Section 6.19(b) hereof, to vote
all such shares to approve the Utah Conversion, the Delaware Conversion, and the
Reorganized Aurora LLC Agreement.

     

    1.159.      Voting
Deadline:  The deadline established by the Bankruptcy Court as
the last date to timely submit a Ballot for voting to accept or to reject the
Plan.

     

    1.160.      Working Capital
Loans:  That certain secured revolving working capital facility
component, in an initial amount of up to $5 million, to be provided under the
Exit Credit Facility, and to be guaranteed by the Exit Credit Facility Guarantor
pursuant to the Exit Credit Facility Guarantee.

     

    1.161.      Working Capital Loans
Notes:  The notes to be issued by Reorganized Aurora under the
Exit Credit Facility to the Exit Credit Facility Lenders in connection with, and
evidencing obligations under, the Working Capital Loans.

     

    
      
        
           


        

        
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      ARTICLE
II

       

      CLASSIFICATION
OF CLAIMS AND INTERESTS

    

     

    2.1.           In
accordance with Bankruptcy Code § 1123(a)(1), Administrative Claims, DIP
Facility Claims, and Tax Claims have not been classified and are excluded from
the following Classes.  Article III of the Plan describes the
treatment of Administrative Claims, DIP Facility Claims, and Tax
Claims.  For the purposes of the Plan, Holders of Claims against, or
Interests in, the Debtors are grouped as follows in accordance with Bankruptcy
Code § 1122(a):

     

    2.2.           Class 1 -- Priority
Claims.  Class 1 consists of all Priority Claims against either
of the Debtors.  Class 1 Claims shall be treated in the manner set
forth in Section 4.2 hereof.

     

    2.3.           Class 2 -- Secured Claims Against One
or Both of the Debtors.

     

    (a)           Class 2A – First Lien Loan
Claims.  Class 2A consists of all First Lien Loan
Claims.  Class 2A Claims shall be treated in the manner set forth in
Section 5.2 hereof.

     

    (b)           Class 2B – Second Lien Loan
Claims.  Class 2B consists of all Second Lien Loan
Claims.  Class 2B Claims shall be treated in the manner set forth in
Section 5.3 hereof.

     

    (c)           Class 2C -- Other Secured Claims
Against Aurora or HPPC.  Class 2C consists of all Secured
Claims against Aurora and/or HPPC that are not otherwise classified in this
Article II.  Accordingly, Class 2C Claims do not include the NW Bank
Secured Claims or any Claims under, respectively, the First Lien Loan, the First
Lien Loan Guarantees, the Second Lien Loan, the Second Lien Loan Guarantees, the
DIP Facility, or the DIP Facility Guarantee, but do include any secured capital
leases of Aurora and/or HPPC.  Class 2C Claims shall be treated in the
manner set forth in Section 4.3 hereof.

     

    (d)           Class 2D -- NW Bank Secured
Claims.  Class 2D consists of all NW Bank Secured
Claims.  Class 2D Claims shall be treated in the manner set forth in
Section 4.4 hereof.

     

    2.4.           Class 3 – General Unsecured Claims
Against Aurora or HPPC.

     

    (a)           Class 3A -- General Unsecured Claims
Against Aurora.  Class 3A
consists of all General Unsecured Claims against Aurora that are not otherwise
classified pursuant to this Article II.  Class 3A Claims shall be
treated in the manner set forth in Section 5.4 hereof.

     

    (b)           Class 3B -- General Unsecured
Claims Against HPPC.  Class 3B consists of all General Unsecured
Claims against HPPC that are not otherwise classified pursuant to this Article
II.  Class 3B Claims shall be treated in the manner set forth in
Section 5.5 hereof.

     

    2.5.           Class 4 – Old Aurora Common Stock
Interests.  Class 4 consists of all Interests arising under or
in connection with the Old Aurora Common Stock.  Class 4 Interests
shall be treated in the manner set forth in Section 5.6 hereof.

     

    2.6.           Class 5 -- Intercompany
Claims.  Class 5 consists of all Intercompany
Claims.  Class 5 Claims shall be treated in the manner set forth in
Section 5.7 hereof.

     

    


    
      
        
           


        

        
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    2.7.           Class 6 -- Old HPPC
Interests.  Class 6 consists of all Old HPPC
Interests.  Class 6 Interests shall be treated in the manner set forth
in Section 5.8 hereof.

     

    
      ARTICLE
III

       

      TREATMENT
OF ADMINISTRATIVE

      CLAIMS,
DIP FACILITY CLAIMS, AND TAX CLAIMS

    

     

    3.1.           Administrative
Claims.  Each Holder of an Allowed Administrative Claim, other
than a Holder of an Allowed DIP Facility Claim (which Claims shall be treated
and satisfied in the manner set forth in Section 3.2 hereof), shall receive, in
full satisfaction, settlement, release, and discharge of, and in exchange for,
such Allowed Claim, Cash equal to the amount of such Allowed Claim on the later
of (i) the Initial Distribution Date and (ii) the date that is 10 days after the
Allowance Date, except to the extent that such Holder has agreed to a less
favorable treatment of such Allowed Claim; provided, however, that Allowed
Administrative Claims representing obligations incurred in the ordinary course
of the Debtors’ business and assumed by the Debtors shall be paid or performed
in accordance with the terms and conditions of the particular transactions and
any agreements related thereto.

     

    3.2.           DIP Facility
Claims:  DIP Facility Claims shall be Allowed Claims under the
Plan in the aggregate amount equal to all obligations under (i) the DIP Facility
(as against Aurora) and/or (ii) the DIP Facility Guarantee (as against the DIP
Facility Guarantor), as applicable, outstanding as of the Effective Date, as
agreed to by the DIP Facility Lenders and the Debtors, or in the event of a
dispute regarding such amount, as such amount has been determined by a Final
Order of the Bankruptcy Court.  On the Effective Date (or as soon
thereafter as is practicable), (a) each Holder of an Allowed DIP Facility Claim
shall receive, in full satisfaction, settlement, release, and discharge of, and
in exchange for, such Allowed Claim, Cash in an amount equal to such Holder’s
Pro Rata share of the aggregate amount of the outstanding Allowed DIP Facility
Claims, which payments shall collectively be in the amount equal to the
aggregate outstanding amount of the Allowed DIP Facility Claims, and (b) either
(i) the DIP Facility Lenders shall receive cancellation without draw of all
outstanding letters of credit issued under the DIP Facility or (ii) such
outstanding letters of credit shall be replaced with, to the extent practicable,
or supported by, new letters of credit to be issued under the Exit Credit
Facility.

     

    3.3.           Tax Claims.  Each
Holder of an Allowed Tax Claim shall receive, in full satisfaction, settlement,
release, and discharge of, and in exchange for, such Allowed Claim, at the
election of the applicable Debtor, either (i) Cash equal to the amount of such
Allowed Claim on the later of (a) the Initial Distribution Date and (b) the date
that is 30 days after the Allowance Date, except to the extent such Holder has
agreed to a less favorable treatment of such Allowed Claim, or (ii) in
accordance with Bankruptcy Code § 1129(a)(9)(C), deferred Cash payments (a) of a
value, as of the Effective Date, equal to the amount of such Allowed Tax Claim,
(b) over a period not exceeding five years after the Petition Date, and (c) in a
manner not less favorable than the treatment of the most favored nonpriority
unsecured Claim provided for by the Plan, except to the extent such Holder has
agreed to a less favorable treatment of such Allowed Claim.

     

    
      
        
           


        

        
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      ARTICLE
IV

       

      TREATMENT
OF CLASSES THAT ARE NOT IMPAIRED UNDER THE PLAN

    

     

    4.1.           Unimpaired
Classes.  Classes 1, 2C, and 2D are unimpaired under the
Plan.  Therefore, pursuant to Bankruptcy Code § 1126(f), the
Holders of Allowed Claims in such Classes are conclusively presumed to have
accepted the Plan and are not entitled to vote thereon.

     

    4.2.           Class 1 -- Priority
Claims.  If not otherwise paid in full pursuant to a Final
Order of the Bankruptcy Court prior to the Confirmation Date, and except to the
extent such Holder has agreed to a less favorable treatment of such Allowed
Claim, each Holder of an Allowed Class 1 Claim shall receive, in full
satisfaction, settlement, release, and discharge of, and in exchange for, such
Allowed Claim, Cash equal to the amount of such Allowed Claim on the latest of
(i) the Initial Distribution Date, (ii) the date that is 30 days after the
Allowance Date of such Claim, and (iii) the date when such Allowed Claim becomes
due and payable according to its terms and conditions.

     

    4.3.           Class 2C -- Other Secured Claims
Against Aurora or HPPC.  In full satisfaction, settlement,
release, and discharge of, and in exchange for, each Allowed Class 2C Claim, and
except to the extent such Holder has agreed to a less favorable treatment of
such Allowed Claim, at the election of the applicable Debtor, such Debtor shall
either:  (a) pay the amount of such Allowed Class 2C Claim against it
in full, in Cash, on the later of the Effective Date or the Allowance Date of
such Claim; (b) return the underlying collateral to the Holder of such Allowed
Class 2C Claim; (c) Reinstate such Allowed Class 2C Claim in accordance with the
provisions of Bankruptcy Code § 1124(2); (d) pay such Allowed Class 2C Claim in
full in the ordinary course; or (e) treat such Allowed Class 2C Claim in a
manner otherwise agreed to by the Holder thereof.

     

    4.4.           Class 2D -- NW Bank Secured
Claims.

     

    (a)           The NW Bank Note Secured
Claim:  The NW Bank Note Secured Claim shall be deemed an
Allowed Claim in an amount equal to $2,250,000.  In full settlement
and release of any Claims against the Debtors, the Reorganized Debtors, or the
Estates with respect to, and in exchange for, the NW Bank Note Secured Claim, on
the Effective Date, or as soon thereafter as is practicable, Aurora shall
transfer ownership of the NW Bank Note Collateral to the Holder of the NW Bank
Note Secured Claim on the Effective Date by means of a deed in lieu of
foreclosure containing anti-merger language.  Upon such transfer, the
NW Bank Note and all outstanding notes issued in connection with the NW Bank
Note shall become non-recourse and shall no longer be obligations of the
Debtors, the Reorganized Debtors, or the Estates.  The NW Bank Note
and all outstanding notes issued in connection with the NW Bank Note shall
remain as obligations secured by the NW Bank Note Collateral unless and until
that lien is expressly released by NW Bank in writing.  The sum total
of the value of the distributions to be made to the Holder of the Allowed NW
Bank Note Secured Claim, as of the Effective Date, shall not exceed the amount
of Allowed NW Bank Note Secured Claim.

     

    (b)           The NW Bank Deposit Account Advance
Claim:  The NW Bank Deposit Account Advance Claim shall be
deemed an Allowed Claim in the amount of $506,648.82.  In full
settlement, release, and discharge of, and in exchange for, the NW Bank Deposit
Account Advance Claim, on the Effective Date, NW Bank shall have the right to
setoff against the Debtors’ deposit accounts at NW Bank in the amount of
$506,648.82.  The sum total of the value of the distributions to be
made to NW Bank on account of the Allowed NW Bank Deposit Account Advance Claim,
as of the Effective Date, shall not exceed the amount of the Allowed NW Bank
Deposit Account Advance Claim.

     

    
      
        
           


        

        
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    (c)           The NW Bank LCs
Claim:  The NW Bank LCs Claim shall be deemed an Allowed Claim
in an amount equal to the value of the NW Bank LCs Collateral as of the
Effective Date, as determined pursuant to Bankruptcy Code §
506(a).  The Debtors shall, in full satisfaction, settlement, release,
and discharge of, and in exchange for, the Allowed NW Bank LCs Claim, release
from the NW Bank LCs Collateral to NW Bank the amount, if any, equal to what has
been drawn down on the NW Bank LCs prior to the Effective Date, and the NW Bank
LCs shall remain in full force and effect on and after the Effective Date
according to their terms for the full remaining undrawn amount
thereof.  Reorganized Aurora shall assume the obligation to pay annual
fees at market rates for the continuation of the NW Bank LCs (currently 1%
annually of the outstanding principal amount of the NW Bank LCs) and NW Bank
shall retain as collateral therefor the remaining NW Bank LCs Collateral and
interest accrued thereon from time to time; provided, however, that at no
time shall the total aggregate amount of all cash collateral that is actually in
deposit in all of Aurora's bank accounts with NW Bank which constitute part of
the NW Bank LCs Collateral exceed the outstanding principal amount of the NW
Bank LCs plus any obligation to reimburse NW Bank for any NW Bank LCs drawn for
which NW Bank has not yet been reimbursed and any obligation for annual letter
of credit fees then past due and, to the extent that any such excess exists at
any time, NW Bank shall promptly release and make available such excess amount
to Reorganized Aurora, free of any liens or any other claims
thereto.  On the later of the Effective Date or as soon as any such
payment would otherwise become due and payable to NW Bank, the Debtors or the
Reorganized Debtors (as applicable) shall pay to NW Bank the annual fees due
with respect to the NW Bank LCs.  The sum total of the value of the
distributions to be made to the Holder of the Allowed NW Bank LCs Claim, as of
the Effective Date, shall not exceed the amount of Allowed NW Bank LCs
Claims.

     

    (d)           Partial Building Lease and Mutual
Release of Claims:  In consideration of the agreement of NW
Bank that the NW Bank Secured Claims shall be treated as provided in Section 4.4
of this Plan, and in consideration of the agreement by NW Bank to waive any
right to distribution on account of the NW Bank Note Deficiency Claim,
Reorganized Aurora shall lease approximately one-half of the NW Bank Note
Collateral for a period of six months following the Effective
Date.  Under this lease, the principal obligations of Reorganized
Aurora shall be the payment of base rent in the amount of $8,500 per month;
payment of all utilities for the NW Bank Collateral, provided, however, that to the
extent that any other Person leases any part of the NW Bank Collateral during
such six-month lease term, Reorganized Aurora shall not be liable for the
payment of the utilities in the NW Bank Collateral which are attributable to
such other Person; maintenance of insurance on the NW Bank Collateral, with NW
Bank as a mortgagee insured, provided, however, that to the
extent that any other Person leases any part of the NW Bank Collateral during
such six-month lease term, Reorganized Aurora shall not be liable for the
payment of insurance on the portion of the NW Bank Collateral leased by such
other Person; and payment monthly of one-half of the condominium association
fee.  In addition, consummation of the Plan on the Effective Date
shall constitute the release (i) by the Debtors of any and all claims which
they, or either of them, might have or claim to have against NW Bank, except for
the obligations of NW Bank arising under the provisions of the Plan and the NW
Bank LCs, and (ii) by NW Bank of any and all claims which it might have or claim
to have against the Debtors, except for the obligations of the Debtors arising
under the provisions of the Plan and the NW Bank LCs.

     

    
      
        
           


        

        
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    4.5.           Special Provision Regarding
Unimpaired Claims.  Except as may otherwise be provided in the
Plan, the Confirmation Order, any other order of the Bankruptcy Court, or any
Plan Document, nothing shall affect the Debtors’ or the Reorganized Debtors’ (as
applicable) rights and defenses, both legal and equitable, with respect to any
Claim that is not impaired under this Plan, including, but not limited to, all
rights with respect to legal and equitable defenses to, and/or setoffs or
recoupments against, such Claim.

     

    
      ARTICLE
V

       

      TREATMENT
OF CLASSES THAT ARE IMPAIRED UNDER THE PLAN

    

     

    5.1.           Impaired
Classes.  Classes 2A, 2B, 3A, 3B, 4, 5, and 6 are impaired
under the Plan.  Holders of Allowed Claims in Classes 2A, 2B, 3A, or
3B are entitled to vote to accept or reject the Plan.  Holders of
Claims or Interests (as applicable) in Classes 4, 5, and 6 shall receive no
distribution under the Plan (other than as set forth in Section 5.7 hereof with
respect to Class 5 Intercompany Claims); therefore, the Holders of Claims or
Interests (as applicable) in those Classes are deemed to have rejected the Plan
and, pursuant to Bankruptcy Code § 1126(g), are not entitled to vote to accept
or reject the Plan.

     

    5.2.           Class 2A -- First Lien Loan
Claims.

     

    (a)           The
First Lien Loan Claims shall be deemed Allowed Claims in the aggregate amount of
accrued and unpaid principal, interest, fees, expenses, and other obligations
under the First Lien Loan up to the Effective Date (subject to Bankruptcy Code §
506(b)).

     

    (b)           On
the Effective Date, or as soon thereafter as is practicable, each Holder of an
Allowed Class 2A Claim as of the Distribution Record Date, or an affiliate of
such Holder designated by such Holder prior to the Effective Date, shall receive
(i) as reinstatement and modification of a portion of such Allowed Claim against
each of the Debtors, such Holder’s Pro Rata share of the New Secured Notes, and
(ii) in full satisfaction, settlement, release, and discharge of, and in
exchange for, the remaining portion of such Allowed Claim against each of the
Debtors, such Holder’s Pro Rata share of 32 million shares of the New Aurora
Preferred Stock.  Such shares of New Aurora Preferred Stock issued on
such date shall, in the aggregate, represent, as of such date, 100% of the
outstanding shares of New Aurora Preferred Stock, and shall not be subject to
any dilution or further issuance of any additional shares of New Aurora
Preferred Stock except as expressly provided under Plan Section
6.15(f).  For purposes of this Section 5.2(b), "affiliate" means, with
respect to a Holder, a subsidiary of a Holder or any other entity that is
directly or indirectly owned by the same parent entity that directly or
indirectly owns the Holder.

     

    (c)           The
Allowed First Lien Loan Claims shall be considered Allowed Claims against (a)
Aurora (in its capacity as the borrower under the First Lien Loan) and (b) HPPC,
in its capacity as a First Lien Loan Guarantor.  The sum total of the
value of the distributions to be made to the Holders of Allowed First Lien Loan
Claims, as of the Effective Date, shall not exceed the aggregate amount of
Allowed First Lien Loan Claims.

     

    
      
        
           


        

        
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    (d)           Pursuant
to Section 4.01 of the First Lien Loan, and as set forth further in Plan
Sections 6.6(d), 6.13, 6.15, and 6.20, the total distributions of the New
Secured Notes and the 32 million shares of New Aurora Preferred Stock to be
provided for under this Plan Section 5.2 on account of Allowed First Lien Loan
Claims, shall be made by the Reorganized Debtors on the Effective Date to the
First Lien Loan Administrative Agent for subsequent distribution on a Pro Rata
basis to the Holders of Allowed First Lien Loan Claims (or such Holder’s
affiliate, as provided for in Plan Section 5.2(b)) as of the Distribution Record
Date.

     

    (e)           On
the Effective Date, or as soon thereafter as practicable, upon full satisfaction
of the requirements set forth in Plan Section 5.2(b), (i) $20 million of the
Allowed Class 2A Claims shall be reinstated and modified as a funded debt
tranche in the form of the Tranche A Notes under the Exit Credit Facility, (ii)
another $20 million of the Allowed Class 2A Claims shall be reinstated and
modified as another funded debt tranche in the form of the Tranche B Notes under
the Exit Credit Facility, and (iii) the remaining portion of the Class 2A Claims
shall be exchanged with Reorganized Aurora for the New Aurora Preferred Stock
and subsequently be cancelled by Reorganized Aurora.  Holders of Class
2A Claims shall not receive any distribution as general unsecured creditors in
Class 3A or 3B under the Plan.

     

    5.3.           Class 2B -- Second Lien Loan
Claims.

     

    (a)           The
Second Lien Loan Claims shall be deemed Allowed Claims in the aggregate amount
of accrued and unpaid principal, interest, fees, expenses, and other obligations
under the Second Lien Loan up to the Effective Date (subject to Bankruptcy Code
§ 506(b)).

     

    (b)           On
the Effective Date, or as soon thereafter as is practicable, each Holder of an
Allowed Class 2B Claim as of the Distribution Record Date, or an affiliate of
such Holder designated by such Holder prior to the Effective Date, shall receive
such Holder's Pro Rata share of 56 million shares of New Aurora Class A Common
Stock.  The New Aurora Class A Common Stock issued on the Effective
Date, or as soon thereafter as is practicable, shall, in the aggregate,
represent, as of the Effective Date, 100% of the outstanding shares of New
Aurora Class A Common Stock, subject to dilution on a pari passu basis with all
other Holders of shares of New Aurora Class A Common Stock upon the issuance of
shares of New Aurora Class A Common Stock upon the exercise of the New
Warrants.  For purposes of this Section 5.3(b), "affiliate" means,
with respect to a Holder, a subsidiary of a Holder or any other entity that is
directly or indirectly owned by the same parent entity that directly or
indirectly owns the Holder.

     

    (c)           The
Allowed Second Lien Loan Claims shall be considered Allowed Claims against (a)
Aurora (in its capacity as the borrower under the Second Lien Loan) and (b)
HPPC, in its capacity as a Second Lien Loan Guarantor.  The sum total
of the value of the distributions to be made to the Holders of Allowed Second
Lien Loan Claims, as of the Effective Date, shall not exceed the aggregate
amount of Allowed Second Lien Loan Claims.  Holders of Class 2B Claims
shall not receive any distribution as General Unsecured Creditors in Class 3A or
3B under the Plan.

     

    
      
        
           


        

        
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    (d)           Pursuant
to Section 4.01 of the Second Lien Loan, and as set forth further in Plan
Sections 6.6(d) and 6.14, the total distribution of the 56 million shares of New
Aurora Class A Common Stock to be provided for under this Plan Section 5.3 on
account of Allowed Second Lien Loan Claims shall be made by the Reorganized
Debtors on the Effective Date to the Second Lien Loan Administrative Agent for
subsequent distribution on a Pro Rata basis to the Holders of Allowed Second
Lien Loan Claims (or such Holder’s affiliate, as provided for in Plan Section
5.3)(a)) as of the Distribution Record Date.

     

    (e)           Upon
full satisfaction of the requirements set forth in Plan Section 5.3(b), all
Class 2B Claims and all outstanding notes and Liens issued in connection with
the Second Lien Loan and the Second Lien Loan Guarantees (if any) shall be
cancelled and shall be deemed terminated and of no force and
effect.

     

    5.4.           Class 3A -- General Unsecured Claims
Against Aurora.

     

    (a)           If
not otherwise paid in full pursuant to a Final Order of the Bankruptcy Court
prior to the Confirmation Date, and except to the extent such Holder has agreed
to a less favorable treatment of such Allowed Claim, each Holder of an Allowed
Class 3A Claim shall receive, in full satisfaction, settlement, release, and
discharge of, and in exchange for, such Allowed Claim, such Holder’s Pro Rata
Share of $350,000 on the latest of (i) the Initial Distribution Date, (ii) the
date that is 30 days after the Allowance Date of such Claim, and (iii) the date
when such Allowed Claim becomes due and payable according to its terms and
conditions.  Such $350,000 shall include the Lawson & Kidd Payment
(in the amount of $32,453) to the extent such payment is made by Lawson &
Kidd on or prior to the Effective Date.  The Lawson & Kidd Payment
(to the extent so made) shall be in full settlement of any and all claims or
causes of action that the Debtors or the Estates may have against Lawson &
Kidd, LLP or its principals or any other related Person.  In the event
that the Lawson & Kidd Payment is not made by Lawson & Kidd, LLP on or
prior to the Effective Date, the Debtors shall fund the full $350,000 payment of
Class 3A Claims and shall transfer to the Reorganized Debtors all of their
right, title, and interest to any and all claims or causes of action that the
Debtors or the Estates may have against Lawson & Kidd, LLP or its principals
or any related Person.  On the Effective Date, subject to the payment
of any Allowed Claims in such Class as provided for herein, all Class 3A Claims
shall be cancelled and be deemed terminated and of no force and
effect.

     

    (b)           NW
Bank shall be deemed to have waived any right to distribution on account of the
NW Bank Note Deficiency Claim.  However, NW Bank shall have the right
to vote on the Plan as the holder of an Allowed Class 3A Claim in the amount of
$250,000.

     

    5.5.           Class 3B -- General Unsecured Claims
Against HPPC.  If not otherwise paid in full pursuant to a
Final Order of the Bankruptcy Court prior to the Confirmation Date, and except
to the extent such Holder has agreed to a less favorable treatment of such
Allowed Claim, each Holder of an Allowed Class 3B Claim shall receive, in full
satisfaction, settlement, release, and discharge of, and in exchange for, such
Allowed Claim, such Holder’s Pro Rata Share of $50,000 on the latest of (i) the
Initial Distribution Date, (ii) the date that is 30 days after the Allowance
Date of such Claim, and (iii) the date when such Allowed Claim becomes due and
payable according to its terms and conditions; provided, however, that no
Holder of a Class 3B Claim shall be entitled to receive a distribution in Cash
that exceeds 100% of the Allowed amount of its Claim.  On the
Effective Date, subject to the payment of any Allowed Claims in such Class as
provided for herein, all Class 3B Claims shall be cancelled and be deemed
terminated and of no force and effect.

     

    
      
        
           


        

        
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    5.6.           Class 4 -- Old Aurora Stock
Interests.  On the Effective Date, all outstanding shares of
Old Aurora Common Stock and all other Old Stock of Aurora shall be cancelled and
shall be deemed terminated and of no force and effect.  In addition,
without limiting the generality of the foregoing, any and all options or rights
to exercise warrants or options or to otherwise acquire any shares of Old Aurora
Common Stock or any other Interest in Aurora, under any of the Existing Stock
Option Plans or otherwise, shall be cancelled and be deemed terminated and of no
force and effect.  No distribution of any kind shall be made on
account of the Old Aurora Common Stock or any other Old Stock of Aurora under
the Plan.

     

    5.7.           Class 5 -- Intercompany
Claims.  Class 5 Claims shall be Allowed in the amounts as
reflected on the Debtors’ respective books and records; provided, however, that all
Intercompany Claims shall be reviewed by the Debtors and adjusted, continued, or
discharged, as the Debtors determine, as appropriate (by, among other things,
releasing such claims, contributing them to capital, issuing a dividend, or
leaving them unimpaired), taking into account, among other things, the
distribution of consideration under the Plan and the economic condition of the
Reorganized Debtors, among other things.  The Holders of Intercompany
Claims shall not be entitled to participate in any of the distributions on
account of Claims under Sections 5.2, 5.3, 5.4, or 5.5 hereof and shall only be
entitled to the treatment provided in this Section 5.7.

     

    5.8.           Class 6 -- Old HPPC
Interests.  On the Effective Date, all outstanding Old HPPC
Interests or any other Old Stock of HPPC shall be cancelled and shall be deemed
terminated and of no force and effect.  In addition, without limiting
the generality of the foregoing, any and all options or rights to exercise
warrants or options or to otherwise acquire any Old HPPC Interests or any other
Interest in HPPC shall be cancelled and be deemed terminated and of no force and
effect.  No distribution of any kind shall be made on account of the
Old HPPC Interests under the Plan to the Holders of such
Interests.  Notwithstanding the foregoing, 100% of the new equity in
Reorganized HPPC shall be issued to Reorganized Aurora.

     

    5.9.           Special Provision Regarding Impaired
Claims.  Except as may otherwise be provided in the Plan
(including, without limitation, Plan Section 6.27(a)), the Confirmation Order,
any other order of the Bankruptcy Court, or any Plan Document, nothing shall
affect the Debtors’ or the Reorganized Debtors’ (as applicable) rights and
defenses, both legal and equitable, with respect to any Claims that are impaired
under this Plan, including, but not limited to, all rights with respect to legal
and equitable defenses to, and/or setoffs or recoupments against, such
Claims.

     

    
      
        
           


        

        
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    ARTICLE
VI

     

    MEANS
FOR IMPLEMENTATION OF THE PLAN

     

    6.1.           Boards of Directors or Managers of
the Reorganized Debtors.

     

    (a)           As
of the Effective Date, Reorganized Aurora shall initially have a seven-person
Board of Directors consisting of the following designations:  (i) five
directors to be designated by the Second Lien Loan Administrative Agent on
behalf of the Second Lien Loan Lenders, and (ii) two directors to be designated
by the First Lien Loan Administrative Agent, on behalf of the First Lien Loan
Lenders.  The names of the initial anticipated members of the Board of
Directors of Reorganized Aurora shall be disclosed to the Bankruptcy Court
pursuant to Bankruptcy Code § 1129(a)(5) on or before the Confirmation Date,
unless some later date is permitted by the Bankruptcy
Court.  Reorganized Aurora shall be the initial manager of Reorganized
HPPC.

     

    (b)           Upon
the occurrence of the Triggering Event, the holders of the New Aurora Preferred
Stock shall have the right to thereafter designate five directors to the Board
of Directors of Reorganized Aurora, and the number of directors designated by
the holders of the New Aurora Class A Common Stock  shall be reduced
to two.

     

    (c)           Subject
to the voting rights to be afforded to the holders of the New Aurora Preferred
Stock, the boards of directors of the Reorganized Debtors shall have full power
and authority to manage the respective businesses and affairs of the Reorganized
Debtors.

     

    6.2.           Ownership of Reorganized HPPC and
non-Debtor Subsidiaries or Affiliates.

     

    (a)           On
the Effective Date, 100% of the new membership interests in Reorganized HPPC
shall be issued to Reorganized Aurora.

     

    (b)           In
addition (other than with respect to any stock interests cancelled, sold, or
otherwise transferred by either of the Debtors on or prior to the Effective
Date), on the Effective Date, each Reorganized Debtor shall own and retain its
equity interests in any non-Debtor subsidiaries or Affiliates (to the extent
that any such non-Debtor subsidiary or Affiliate has not been dissolved, sold,
or otherwise transferred under applicable law prior to the Effective Date) to
the same extent that the applicable Debtor owned an equity interest in such
non-Debtor subsidiary or Affiliate prior to the Effective
Date.  Without limiting the generality of the foregoing, on the
Effective Date, Reorganized Aurora shall directly or indirectly own, to the same
extent Aurora did as of the Effective Date, interests in Aurora Indiana, LLC;
Aurora Kentucky, LLC; AOG Michigan, LLC; Aurora Operating; Celebration Mining
Company; Circle Oil, LLC; and Indiana Royalty Trustory, LLC (to the extent that
any such non-Debtor subsidiary or Affiliate has not been dissolved, sold, or
otherwise transferred under applicable law prior to the Effective
Date).  In addition, after the Effective Date, Deka shall retain its
ownership interests in Aurora Operating to the same extent it did prior to such
date.

     

    
      
        
           


        

        
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    6.3.           Issuance of New Securities; Execution and
Delivery of Plan Documents.

     

    (a)           On
the Effective Date, Reorganized Aurora shall issue the New Aurora Class A Common
Stock and the New Aurora Preferred Stock, and the Reorganized Debtors shall
issue notes (including, without limitation, the New Secured Notes and the
Working Capital Loans Notes) and may issue the New Warrants (defined below in
Plan Section 6.13(e)), in each case, in connection with the Exit Credit
Facility, the Exit Credit Facility Guarantee, or otherwise in connection with
any other Plan Document.  In addition, Reorganized HPPC shall issue
100% of its membership interests to Reorganized Aurora.  The issuance
of (i) the New Aurora Class A Common Stock (including, but not limited to, the
issuance of any shares of stock issued upon the exercise of the New Warrants),
the New Aurora Preferred Stock by Reorganized Aurora (including, pursuant to
Sections 5.2, 5.3, 6.14, 6.15, and 6.20 hereof), and of the capital stock of
Reorganized HPPC, pursuant to this Plan, or (ii) the New Aurora Class B Common
Stock and any and all notes (including the New Secured Notes and the Working
Capital Loans Notes) or warrants (including the New Warrants) under or in
connection with the Exit Credit Facility or the Exit Credit Facility Guarantee,
or otherwise by either of the Reorganized Debtors, shall all be authorized
hereby without the need for any further corporate action or court
order.

     

    (b)           The
execution and delivery by the Debtor(s) or the Reorganized Debtor(s) party
thereto (as applicable) of all Plan Documents (including, without limitation,
the Exit Credit Facility, the New Secured Notes, the Working Capital Loans
Notes, the Exit Credit Facility Guarantee, any document memorializing the
Management and Director Equity Plan or the terms and conditions of the New
Aurora Class A Common Stock, the New Aurora Class B Common Stock, the New Aurora
Preferred Stock, the New Warrants, the Registration Rights Agreement, the Voting
Agreement, and/or any other agreement entered into, or instrument, security
interest, guarantee, or note issued in connection with any of the foregoing, any
other Plan Document, and any other document reasonably necessary or appropriate
to effectuate the events contemplated herein and therein), is hereby authorized
without the need for any further corporate action or court order.  All
such Plan Documents shall become effective and binding upon the parties thereto
simultaneously in accordance with their respective terms and conditions as of
the Effective Date.

     

    6.4.           Corporate Governance and Corporate
Action.

     

    (a)           The Amended and Restated Articles of
Incorporation, the Amended and Restated By-Laws, and the Amended and Restated
LLC Agreement.  On or before the Effective Date, the
Reorganized Debtors shall, as applicable (i) file the Amended and Restated
Articles of Incorporation and the Amended and Restated LLC Agreement with the
appropriate state officials in accordance with applicable state law and (ii)
adopt the Amended and Restated By-Laws.  The Amended and Restated
Articles of Incorporation shall, among other things, (i) set forth the
respective terms of the New Aurora Preferred Stock and the New Aurora Common
Stock, (ii) provide that the number of authorized shares of New Aurora Preferred
Stock shall be 45 million and of New Aurora Common Stock shall be 85 million,
and (iii) provide that the par value of each of the New Aurora Preferred Stock
and the New Aurora Class A Common Stock  shall be
$0.01.  After the Effective Date, the Reorganized Debtors may amend
and restate their (as applicable) respective Amended and Restated Articles of
Incorporation, Amended and Restated By-Laws, Amended and Restated LLC Agreement,
and/or other constituent documents as permitted by the governing state general
corporation law or limited liability company law (as applicable) and the
applicable agreements and constituent documents (including the Amended and
Restated Articles of Incorporation, the Amended and Restated By-Laws, and the
Amended and Restated LLC Agreement) of the Reorganized Debtors.

     

    
      
        
           


        

        
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    (b)           Corporate
Action.  On, before, or after the Effective Date, all actions
reasonably necessary and desirable to effectuate, implement, or
adopt:  the Exit Credit Facility; the New Secured Notes; the Working
Capital Loans Notes; the Exit Credit Facility Guarantee; the issuance of the New
Aurora Common Stock (including any shares of stock issued upon the exercise of
the New Warrants), the New Aurora Preferred Stock, and the New Warrants; the
Management and Director Equity Plan; the Registration Rights Agreement; the
Voting Agreement; the reservation of authorized but unissued shares of New
Aurora Class A Common Stock for  issuance upon the exercise of the New
Warrants or otherwise; the adoption and/or filing (as applicable) of the Amended
and Restated Articles of Incorporation, the Amended and Restated By-Laws, the
Amended and Restated LLC Agreement, or similar constituent documents; the
selection of the directors, officers, and/or managers of the respective
Reorganized Debtors; the transfer of the NW Bank Collateral to the Holder of the
Allowed Class 2D Claims (subject to the terms and conditions of the Plan,
including, without limitation Section 4.4(b) thereof); the entry into the
Management Transition Services Agreements; and all other actions or transactions
contemplated by the Plan, the Plan Documents, or such other documents, and all
actions reasonably necessary and desirable to effectuate any of the foregoing,
shall be authorized and approved in all respects hereby without the need for any
further corporate or similar action, or court order.  All matters
provided for in the Plan involving the corporate structure, assets, and/or
operations of the Debtors, the Reorganized Debtors, and any corporate or similar
action required by the Debtors or the Reorganized Debtors in connection with the
Plan or the Plan Documents shall be deemed to have occurred and shall be in
effect, without any requirement of further action by the respective security
holders, members, officers, managers, or directors of the Debtors or the
Reorganized Debtors.  After the Confirmation Date and on or prior to
the Effective Date, the appropriate members of the Boards of Directors and/or
managers, members, or officers of the Debtors and the Reorganized Debtors are
authorized and directed to issue, execute, and deliver the agreements,
documents, securities, certificates, and instruments contemplated by the Plan
and/or the Plan Documents in the name of and on behalf of the applicable
Debtor(s) or Reorganized Debtor(s) (as applicable).  In addition, the
Reorganized Debtors are hereby authorized, in their discretion, to enter into a
lease on the Effective Date with respect to the site of the Debtors’ current
corporate headquarters (which is also the subject of the NW Bank Note
Collateral).

     

    6.5.           Administration of the
Plan.

     

    (a)           After
the Effective Date, each of the Reorganized Debtors is authorized, respectively,
to perform those responsibilities, duties, and obligations set forth herein,
including, without limitation, making distributions as provided under the Plan,
objecting to the allowance of any Claim, and prosecuting any litigation
pertaining thereto, to pay such Claims as may be later Allowed, all as
contemplated by the dispute resolution procedures contained in Plan Section
6.10, and overseeing and governing the continuing affairs and operations of the
Reorganized Debtors on a going-forward basis.

     

    
      
        
           


        

        
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    (b)           The
Reorganized Debtors may retain such management, law firms, accounting firms,
experts, advisors, agents, consultants, investigators, appraisers, auctioneers,
or other professionals as they may deem reasonably necessary or appropriate,
including, without limitation, a transfer or disbursing agent, to aid them in
the performance of their responsibilities pursuant to the terms of the
Plan.  It shall not be a requirement that any such parties retained by
either of the Reorganized Debtors be a “disinterested person” (as such term is
defined in Bankruptcy Code § 101(14)), and such retained parties may
include Professionals or other Persons who had previously been active in these
Cases on behalf of any Debtor, Creditor, Interest Holder, the Creditors
Committee, or other constituency herein.  Without limiting the
generality of the foregoing, following the issuance of the New Warrants, the
Reorganized Debtors may arrange for a third party to serve as the New Warrant
agent.

     

    (c)           The
Reorganized Debtors shall be responsible for filing all federal, state, and
local tax returns for the Debtors and for the Reorganized Debtors.

     

    (d)           To
the extent the manner of performance is not specified herein, the Debtors and
the Reorganized Debtors shall have the discretion to carry out and perform all
other obligations or duties imposed on them by, or actions contemplated or
authorized by, the Plan, any Plan Document, or by law in any manner their
respective Boards of Directors, managers, or officers so choose.

     

    6.6.           Provisions Relating to the Existing
Old Aurora Common Stock and the Credit Facilities.

     

    (a)           On
the Effective Date (and solely with respect to the DIP Facility, upon the
payment in full of the DIP Facility Claims with proceeds from the Working
Capital Loans or otherwise), except as expressly otherwise set forth in the Plan
(including Section 4.4(b) hereof), any and all notes issued in connection with
any of the Credit Facilities or any of the Guarantees; the Old Aurora Common
Stock; the NW Bank Agreements; any other Interests in Aurora; the Existing Stock
Option Plans; and any other options, warrants, calls, subscriptions, or other
similar rights or other agreements or commitments, contractual or otherwise,
obligating either of the Debtors to issue, transfer, or sell any shares of Old
Aurora Common Stock or any other Interest in Aurora or HPPC, shall be
automatically canceled and deemed terminated, extinguished, and of no further
force and effect without further act or action under any applicable agreement,
law, regulation, order, or rule, and the Holders thereof or the parties thereto
shall have no rights, and such instruments or agreements shall evidence no
rights except the right to receive the distributions (if any) to be made to the
Holders of such instruments under this Plan.

     

    (b)           No
Holder of any notes issued in connection with any of the Credit Facilities or
any of the Guarantees shall be entitled to any distribution under the Plan
unless and until such Holder has first surrendered or caused to be surrendered
any such notes or Guarantees to the applicable Administrative Agent, which in
turn shall surrender any and all such notes or Guarantees to the Debtors or the
Reorganized Debtors, or, in the event that such original notes or Guarantees
have been lost, destroyed, stolen, or mutilated, has first executed and
delivered an affidavit of loss and indemnity with respect thereto in a form
customarily utilized for such purposes that is reasonably satisfactory to the
Debtors or the Reorganized Debtors, and, in the event the Debtors or the
Reorganized Debtors so request, has first furnished a bond in form and substance
(including, without limitation, amount) reasonably satisfactory to the Debtors
or the Reorganized Debtors (as applicable).  If a Holder has actual
possession of any note or Guarantee issued in connection with any Credit
Facility or any of the Guarantees, then such Holder must physically surrender or
cause to be surrendered its note(s) or Guarantee(s) to the applicable
Administrative Agent for subsequent distribution to the Debtors or the
Reorganized Debtors (as applicable), in accordance with the procedures required
by the Debtors.  As soon as practicable after such surrender of the
applicable note or Guarantee to the Debtors (or the Reorganized Debtors), or
such delivery of an affidavit of loss and indemnity and such furnishing of a
bond as provided in this Section 6.6(b), the Debtors or the Reorganized Debtors
(as applicable) shall make the distributions provided in the Plan with respect
to the applicable Allowed Claim(s) (as and to the extent as set forth in the
Plan).  Promptly upon the surrender of such instruments, the Debtors
or the Reorganized Debtors (as applicable) shall cancel any and all notes issued
in connection with any of the Credit Facilities or any of the Guarantees (if
any).

     

    
      
        
           


        

        
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    (c)           All
distributions under the Plan on account of the Allowed First Lien Loan Claims
shall initially be distributed to the First Lien Loan Administrative Agent for
further distribution to the Holders of Allowed First Lien Loan Claims as of the
Distribution Record Date, pursuant to the terms and subject to the conditions of
the First Lien Loan and the Plan.  Upon the delivery of the foregoing
distributions to the First Lien Loan Administrative Agent, the Debtors and the
Reorganized Debtors shall be released of all liability with respect to their
obligation to make such delivery.  The First Lien Loan Administrative
Agent shall thereafter take all steps reasonably necessary and appropriate to
effectuate such further distribution thereof to the Holders of the Allowed First
Lien Loan Claims.  Similarly, all distributions under the Plan on
account of the Allowed Second Lien Loan Claims shall initially be distributed to
the Second Lien Loan Administrative Agent for further distribution to the
Holders of Allowed Second Lien Loan Claims as of the Distribution Record Date,
pursuant to the terms and subject to the conditions of the Second Lien Loan and
the Plan.  Upon the delivery of the foregoing distributions to the
Second Lien Loan Administrative Agent, the Debtors and the Reorganized Debtors
shall be released of all liability with respect to their obligation to make such
delivery.  The Second Lien Loan Administrative Agent shall thereafter
take all steps reasonably necessary and appropriate to effectuate such further
distribution thereof to the Holders of the Allowed Second Lien Loan
Claims.  Also, all distributions under the Plan on account of the
Allowed DIP Facility Claims shall initially be distributed to the DIP Facility
Administrative Agent, for further distribution to the Holders of Allowed DIP
Facility Claims as of the Distribution Record Date, pursuant to the terms and
subject to the conditions of the DIP Facility and the Plan.  Upon the
delivery of the foregoing distributions to the DIP Facility Administrative
Agent, the Debtors and the Reorganized Debtors shall be released of all
liability with respect to their obligation to make such delivery.  The
DIP Facility Administrative Agent shall thereafter take all steps reasonably
necessary and appropriate to effectuate such further distribution thereof to the
Holders of the Allowed DIP Facility Claims.  On the Effective Date
(and, solely with respect to the DIP Facility, upon the payment in full of the
DIP Facility Claims with proceeds from the Working Capital Loans or otherwise),
all of the obligations and Liens under the respective Credit Facilities other
than those that are being expressly reinstated and modified in the manner set
forth in Section 5.2 hereof shall be deemed terminated, canceled, and
extinguished (all without any further action by any Person or the Bankruptcy
Court) and shall have no further legal effect other than as evidence of any
right to receive distributions under the Plan as set forth in Sections 3.2, 5.2,
and 5.3 hereof; provided, however, that the
respective Credit Facilities shall continue in effect and shall not be deemed
canceled on the books and records of the applicable Administrative Agents,
solely for the purposes of and to the extent necessary to (i) facilitate the
respective distributions to the First Lien Loan Lenders, the Second Lien Loan
Lenders, or the DIP Facility Lenders as of the Distribution Record Date,
pursuant to the Plan and (ii) to enable the respective Administrative Agents to
perform any and all current and future administrative functions.

     

    
      
        
           


        

        
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    (d)           All
distributions under the Plan on account of the Allowed NW Bank Claims shall be
distributed to NW Bank as the Holder of the Allowed NW Bank Claims as of the
Distribution Record Date, pursuant to the terms and subject to the conditions of
the NW Bank Agreements and the Plan.  Upon the delivery of the
foregoing distributions to NW Bank, the Debtors and the Reorganized Debtors
shall be released of all liability with respect to their obligation to make such
delivery.  On the Effective Date, the Claims against the Debtors, the
Reorganized Debtors, or the Estates under the NW Bank Note shall be deemed
released and settled (all without any further action by any Person or the
Bankruptcy Court) and shall have no further legal effect other than as evidence
of any right to receive distributions under the Plan as set forth in Sections
4.4 and 5.4 hereof.

     

    (e)           On
the Effective Date, the Old Aurora Common Stock and the Old HPPC Interests shall
be deemed terminated, canceled, and extinguished (all without any further action
by any Person or the Bankruptcy Court) and shall have no further legal
effect.

     

    (f)           The
Debtors shall pay the reasonable and customary fees, charges, and expenses
incurred by the respective Administrative Agents (including, without limitation,
the reasonable and customary fees, charges and expenses of each such
Administrative Agents’ counsel, financial advisor, and any other agent or
consultant) in the performance of any function associated with the Credit
Facilities or the Plan (as applicable) during the period from and including the
Petition Date until such time as all distributions provided for under the Plan
to the Holders of Allowed First Lien Loan Claims, Allowed Second Lien Loan
Claims, and Allowed DIP Facility Claims (as applicable) have been
made.

     

    6.7.           Delivery of Distributions; Unclaimed
Property; Undeliverable Distributions.

     

    
      (a)           Except
as may otherwise be provided in Sections 3.2, 5.2, 5.3, 6.7, and 6.8 hereof, any
distributions to Holders of Allowed Claims under this Plan shall be
made:  (i) at the addresses set forth either on the Schedules or as
otherwise set forth on the Debtors’ respective books and records, or on the
respective Proofs of Claim filed by such Holders in the event that the addresses
indicated thereon differ from those set forth on the Schedules or as otherwise
set forth on the Debtors’ respective books and records or upon the applicable
securities depositories, clearing systems, or broker, bank, or custodial
participants in the clearing system (as applicable); or (ii) at the addresses
set forth in any written notices of address change delivered to the Debtors or
the Reorganized Debtors (if after the Effective Date) after the date of any
related Proof of Claim.

       

      


    

    
      (b)           In
accordance with Bankruptcy Code § 1143, any Holder of any note issued in
connection with any of the Credit Facilities or any of the Guarantees that fails
to surrender the applicable note or deliver an affidavit of loss and indemnity
as provided herein by 5:00 p.m. prevailing Eastern Time on the date that is one
year from and after the later of the Effective Date or the applicable Allowance
Date with respect to any Claims arising from or relating to such note issued in
connection with any of the Credit Facilities or the Guarantees (if any), shall
be deemed to have forfeited all rights and claims in respect of such Claims, and
shall be forever barred from receiving any distributions under the Plan on
account thereof.  In such cases, any property held for distribution by
the applicable Administrative Agent on account of Allowed Claims based on such
note issued in connection with the applicable Credit Facility or any of the
Guarantees (if any), shall be made available for redistribution, on a Pro Rata
basis, to all other Holders of Allowed Claims arising under the applicable
Credit Facility that timely surrendered the applicable note or delivered an
affidavit of loss and indemnity as provided herein.

      

        
          
             


          

          
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    (c)           If
the distribution to the Holder of any Allowed Priority Claim, Allowed Class 2C
Claim, Allowed Class 3A Claim, or Allowed Class 3B Claim is returned to the
Reorganized Debtors as undeliverable, no further distribution shall be made to
such Holder unless and until the Reorganized Debtors are notified in writing of
such Holder’s then current address.

     

    (d)           Any
Holder of an Allowed Claim who does not assert a claim for an undeliverable
distribution by 5:00 p.m. prevailing Eastern Time on the date that is one year
after the date by which such Holder was first entitled to such distribution
shall no longer have any claim to, or interest in, such undeliverable
distribution and shall be forever barred from receiving any distribution under
the Plan.  Following the date that is one year from and after the
Effective Date, the Reorganized Debtors shall submit into the Bankruptcy
Court’s Registry Fund any funds that have been returned to them as
undeliverable.

     

    (e)           Nothing
contained in the Plan shall require the Debtors or the Reorganized Debtors to
attempt to locate any Holder of an Allowed Claim.

     

    6.8.           Funding of Cash Distributions under
the Plan.  Any funds necessary to make the Cash distributions
required under the Plan and/or to fund the future obligations of the Reorganized
Debtors shall (as applicable) be made from:  the Cash on hand of the
Debtors and of the Reorganized Debtors; the Working Capital Loans; the Lawson
& Kidd Payment (to the extent made on or prior to the Effective Date); and
the future operations of the Debtors and the Reorganized Debtors (as
applicable).

     

    6.9.           Manner of Payments Under the
Plan.  Any Cash distribution to be made by the Debtors or the
Reorganized Debtors (as applicable) pursuant to the Plan may be made by a check
on a United States bank selected by the Debtors or the Reorganized Debtors (as
applicable); provided, however, that Cash
distributions made to foreign Holders of Allowed Claims may be paid, at the
option of the Debtors or the Reorganized Debtors (as applicable), in such funds
and by such means as are necessary or customary in a particular foreign
jurisdiction.

     

    6.10.        
Disputed
Claims.

     

    (a)           No
distribution or payment shall be made on a Disputed Claim until such Disputed
Claim becomes an Allowed Claim.  On the Initial Distribution Date, the
distributions reserved for the Holders of any Disputed Claims in each Class
under the Plan shall be deposited in deposit accounts that meet the requirements
of Bankruptcy Code § 345 for the benefit of the Holders of Disputed Claims whose
Claims are ultimately Allowed in the respective Classes in which the Disputed
Claims are classified (each deposit account a “Disputed Claims Reserve”);
provided, however, that neither
the Debtors nor the Reorganized Debtors shall be required to deposit any Cash,
securities, or other property or assets into a Disputed
Claims  Reserve on account of a particular Disputed Claim with respect
to which the Debtors or the Reorganized Debtors have filed a motion or objection
with the Bankruptcy Court seeking to either (a) estimate or liquidate the
Allowed amount of such Disputed Claim at $0 or (b) disallow, expunge, vacate, or
otherwise strike such Disputed Claim on any grounds.

     

    
      
        
           


        

        
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    (b)           Subject
to the other provisions of this Plan (including Section 6.10(a) hereof), the
Reorganized Debtors (or any transfer or disbursing agent retained by the
Reorganized Debtors pursuant to Plan Section 6.5(b)) shall withhold from the
property to be distributed under the Plan and deposit in each Disputed Claims
Reserve a sufficient amount of such withheld property to be distributed on
account of the face amount of Claims that are Disputed Claims in such Class as
of the Initial Distribution Date for such Class under the Plan.  For
the purposes of this provision, the “face amount” of a Claim is (i) the amount
set forth on the applicable Proof of Claim or such lower amount as may be
determined in accordance with Plan Section 6.10(c), unless the Claim is filed in
an unliquidated amount; or (ii) if a Proof of Claim has been filed in an
unliquidated amount, the amount determined in accordance with Plan Section
6.10(c).

     

    (c)           As
to a Disputed Claim, the Bankruptcy Court shall, upon motion by the Debtors or
the Reorganized Debtors or any other party in interest in these Cases (as
applicable), estimate the maximum allowable amount of such Disputed Claim and
the amount to be placed in the Disputed Claims Reserve on account of such
Disputed Claim.  If so authorized by order of the Bankruptcy Court,
any Creditor whose Claim (i) is estimated by an order of the Bankruptcy Court or
(ii) is the subject of a motion or objection to (a) estimate or liquidate the
Allowed amount of such Disputed Claim at $0 or (b) disallow, expunge, vacate, or
otherwise strike such Disputed Claim in full on any grounds, as contemplated by
Plan Section 6.10(a), shall not have any recourse to the Debtors or to the
Reorganized Debtors, any Assets theretofore distributed on account of any
Allowed Claim, or any other entity or property if the finally Allowed Claim of
that Creditor exceeds that estimated maximum allowable
amount.  Instead, such Creditor shall have recourse only to the
undistributed Cash (if any) in the applicable Disputed Claims Reserve for the
Claim of that Creditor and (on a Pro Rata basis with the other Creditors of the
same Class who are similarly situated) to those portions (if any) of the
Disputed Claims Reserve for other Disputed Claims of the same Class that exceed
the ultimately Allowed amount of such Claims.

     

    (d)           All
earnings on any Cash held in a Disputed Claims Reserve (if any) shall be held in
trust and shall be distributed only in the manner described in the
Plan.

     

    (e)           At
such time as all or any portion of a Disputed Claim becomes an Allowed Claim,
the distributions reserved for such Disputed Claim or such portion, plus any
earnings thereon (if any), shall be released from the appropriate Disputed
Claims Reserve and delivered to the Holder of such Allowed Claim in the manner
as described in the Plan.  At such time as all or any portion of any
Disputed Priority Claim or any Disputed Class 1 or 2C Claim is determined not to
be an Allowed Claim, the distribution reserved for such Disputed Claim or such
portion, plus any earnings thereon (if any), shall be released from the
appropriate Disputed Claims Reserve and returned to the Reorganized
Debtors.  At such time as all or any portion of any Disputed Class 3A
Claim or Disputed 3B Claim is determined not to be an Allowed Claim, the
distribution reserved for such Disputed Claim or such portion, plus any earnings
thereon (if any), shall be released from the appropriate Disputed Claims Reserve
account and made available for redistribution in a timely manner, on a Pro Rata
basis, to the Holders of Allowed Claims of such Classes; provided, however, that neither
the Debtors, the Reorganized Debtors, nor any transfer or disbursing agent
retained by the Reorganized Debtors pursuant to Plan Section 6.5(b) shall be
required to make any such redistribution until the aggregate amount available
with respect thereto is at least $5,000.  Upon the resolution of all
Disputed Claims, any remaining amounts that had been reserved on account thereof
shall be finally distributed in the manner set forth herein.

    


    
      
        
           


        

        
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    (f)           (i)
After the Confirmation Date, the Debtors (in consultation with the Creditors
Committee, the First Lien Loan Administrative Agent, and the Second Lien Loan
Administrative Agent), and (ii) on and after the Effective Date, the Reorganized
Debtors shall have the authority to object to and litigate any Disputed Claims,
and shall have the authority to settle, compromise, resolve, or withdraw any
objection to Disputed Claims, without the need for any Bankruptcy Court or other
approval or any other or further notice.

     

    (g)           Except
as otherwise provided in the Plan, if there exists any Disputed Administrative
Claim, Disputed Tax Claim, or Disputed DIP Facility Claim, or any Disputed Class
1 or 2C Claim, the Reorganized Debtors shall withhold in a reserve account the
“face amount” (as calculated under Plan Section 6.10(b)) of any such Disputed
Claim until and to the extent such Claim is determined to be an Allowed
Claim.

     

    6.11.        
Bar Date for Objections to
Claims.  All objections to Claims (other than with respect to
(a) Administrative Claims and (b) Rejection Claims arising under those Executory
Contracts that are to be rejected under and pursuant to the Plan) must be filed
by the Claims Objection Bar Date.  The failure by any
party-in-interest, including the Debtors, to object to any Claim, whether or not
unpaid, for purposes of voting shall not be deemed a waiver of such party’s
rights to object to, or to re-examine, any such Claim in whole or in part, for
purposes of distributions under the Plan.

     

    6.12.        
Deadlines for Determining the
Record Holders of the Various Classes of Claims.  At the close
of business on the Distribution Record Date, the respective transfer records for
the Credit Facilities, the NW Bank Agreements, and the Old HPPC Interests shall
be closed, and there shall be no further changes in the record holders of the
respective Credit Facilities Claims, NW Bank Claims, General Unsecured Claims,
or the Old HPPC Interests after such date.  Neither the Debtors, the
Reorganized Debtors, any disbursing agent or transfer agent retained by the
Reorganized Debtors pursuant to Plan Section 6.5(b), nor the respective
Administrative Agents shall have any obligation to recognize any transfer of the
First Lien Loan Claims, the Second Lien Loan Claims, the NW Bank Claims, the DIP
Facility Claims, any notes issued in connection with any of the Credit
Facilities, the NW Bank Agreements, or any of the Guarantees (if any), any
General Unsecured Claim, or the Old HPPC Interests occurring after the
Distribution Record Date, and such parties shall be entitled, instead, to
recognize and deal for all purposes hereunder with only those record holders
thereof as of the close of business on the Distribution Record
Date.

     

    
      
        
           


        

        
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    6.13.        
The Exit Credit Facility, the
Working Capital Loans, the New Secured Notes, and the Exit Credit Facility
Guarantee.

     

    (a)           On
the Effective Date, or as soon thereafter as practicable, the Reorganized
Debtors, either as direct borrowers or as an Exit Credit Facility Guarantor, the
Exit Credit Facility Administrative Agent, as administrative agent, and the Exit
Credit Facility Lender(s), as lender(s) (in each case, as may be set forth in
the final Exit Credit Facility), may (as applicable) execute and deliver the
Exit Credit Facility, the New Secured Notes, the Working Capital Loans Notes,
the Exit Credit Facility Guarantee, and any and all security agreements,
mortgages or extensions of mortgages, certificates, and other instruments,
agreements, assignments, and documents contemplated and/or required by the Exit
Credit Facility, including, but not limited to, any and all such documents that
serve to evidence and secure the Reorganized Debtors’ respective obligations
under the Exit Credit Facility and/or the Exit Credit Facility Guarantee (as
applicable), and any Liens in favor of the Exit Credit Facility Lender(s)
securing such obligations.  The New Secured Notes under the Exit
Credit Facility shall constitute a reinstatement and modification of the Class
2A Claims under the First Lien Loan in the manner set forth in Section 5.2
hereof, and, as a result, all of the outstanding amounts under the Exit Credit
Facility shall (a) continue to be secured by the perfected Liens which exist
under the First Lien Loan and (b) be secured by perfected Liens in substantially
all of the respective assets of the Reorganized Debtors.

     

    (b)           The
First Lien Loan Lenders shall have the option to participate as an Exit Credit
Facility Lender and provide the Working Capital Loans to Reorganized
Aurora.  In the event that all the Exit Credit Facility Lenders under
the Working Capital Loans are First Lien Lenders, each participating First Lien
Loan Lender shall be entitled to participate in the Working Capital Loans on a
Pro Rata basis, based on the total amount outstanding under the First Lien
Loan.  In the event that some or all of the First Lien Loan Lenders
fail to fully subscribe the Working Capital Loans, then some or all of the
Second Lien Loan Lenders shall be entitled to participate with such
participating First Lien Loan Lenders and provide the remaining portion that is
necessary to fully subscribe the Working Capital Loans.  In such
event, such participating Second Lien Loan Lenders shall be entitled to share
pari passu in the
collateral securing the Tranche A Notes solely with respect to their respective
portion of the Working Capital Loans.

     

    (c)           In
the event that none of the First Lien Loan Lenders subscribe to the Working
Capital Loans, then some or all of the Second Lien Loan Lenders shall instead
provide such Working Capital Loans, and the participation of such Second Lien
Loan Lenders shall be on a Pro Rata basis, based on the total principal amount
outstanding under the Second Lien Loan.  To the extent that the
Working Capital Loans are subscribed exclusively by the Second Lien Loan
Lenders, such Working Capital Loans shall be secured as second lien debt
subordinate solely to the Tranche A Notes.  If less than all of the
Second Lien Loan Lenders are Exit Credit Facility Lenders under the Exit Credit
Facility, (a) the Second Lien Loan Lenders subscribing to the Working Capital
Loans shall be entitled to provide any remaining portion of the Working Capital
Loans and (b) the Second Lien Loan Administrative Agent shall provide any
portion of the Working Capital Loans that is not otherwise subscribed as
described herein.

     

    (d)           Advances
under the Working Capital Loans shall bear interest at a rate of 12% per
annum.  Maturity of the Working Capital Loans shall be the date that
is 24 months following the Effective Date.  On the maturity date of
the Working Capital Loans, the Reorganized Debtors shall also pay a premium
equal to 50% of the principal amount borrowed thereunder.  At the
execution of the Exit Credit Facility, each Exit Credit Facility Lender shall be
entitled to an upfront fee equal to 3% of its share of the total commitments
under the Working Capital Loans.  Amounts repaid under the Working
Capital Loans by the Reorganized Debtors may be prepaid and
re-borrowed.  The documentation memorializing the Exit Credit Facility
shall include customary representations, warranties, covenants, and
indemnities.

     

    
      
        
           


        

        
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    (e)           Solely
to the extent that the Second Lien Loan Lenders exclusively subscribe to the
Working Capital Loans, such Second Lien Loan Lenders subscribing to the Working
Capital Loans shall collectively receive 10-year warrants to purchase, in the
aggregate, 35% of the New Aurora Class A Common Stock (on a fully diluted basis)
at a nominal exercise price (the “New Warrants”).

     

    (f)           On
the date of the execution and delivery of the Exit Credit Facility (which shall
be no earlier than the Effective Date), Reorganized Aurora shall issue, in
accordance with the terms of the Plan (including Section 5.2 hereof) and the
Exit Credit Facility, the New Secured Notes to the First Lien Loan
Administrative Agent for subsequent distribution on a Pro Rata basis to the
Holders of Allowed First Lien Loan Claims.

     

    (g)           The
New Secured Notes shall bear interest at a rate per annum equal to (a) with
respect to the Tranche A Notes, LIBOR plus a margin of 3%, and (b) with respect
to the Tranche B Notes, 6% fixed.  Interest on (a) the Tranche A Notes
shall be payable quarterly, and (b) the Tranche B Notes shall accrue but not be
paid and instead shall be capitalized (“PIK Interest”) and added
quarterly to the principal amount outstanding of such Tranche B Notes, and the
new principal balance thereof outstanding (which includes any capitalized PIK
Interest) shall thereafter continue to accrue interest at the rate applicable
for such Tranche B Notes.  The principal amounts of the New Secured
Notes (including all capitalized PIK Interest) shall be payable at maturity,
which shall be the date that is 24 months following the Effective
Date.  The documentation memorializing the New Secured Notes will be
contained in the Exit Credit Facility and will include customary
representations, warranties, covenants, and indemnities.  In addition
to the perfected Liens under the First Lien Loan, the outstanding principal of,
and accrued and unpaid interest on, the Tranche A Notes, together with all other
amounts owed by Reorganized Aurora relating to the Tranche A Notes, shall also
be secured by first priority, perfected Liens in substantially all of the assets
of Reorganized Aurora (including any subsidiaries and Affiliates thereof, such
as Reorganized HPPC).  In addition to the perfected Liens under the
First Lien Loan, the outstanding principal (including all capitalized PIK
Interest) of, and accrued PIK Interest not yet capitalized and added to the
outstanding principal of, the Tranche B Notes, together with all other amounts
owed by Reorganized Aurora relating to the Tranche B Notes, shall also be
secured by perfected Liens (subordinate only to the Liens of the Tranche A Notes
and the Working Capital Loans of the Exit Credit Facility) in substantially all
of the assets of Reorganized Aurora (including any subsidiaries and Affiliates
thereof).  The security documents relating to the Liens of the Tranche
A Notes and Tranche B New Secured Notes shall contain customary terms and
conditions.

     

    (h)           A
holder of a New Secured Note or Working Capital Loan shall not be permitted to
assign all or any portion of its New Secured Notes or Working Capital Loans, as
applicable, to any Person or entity that is acting in the capacity of a “vulture
fund.”  The Exit Credit Facility Administrative Agent shall make the
determination whether or not a Person is acting in the capacity of a “vulture
fund” for this purpose.

     

    
      
        
           


        

        
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    6.14.        New Aurora Class A Common
Stock.  On the Effective Date (or as soon thereafter as is
practicable), Reorganized Aurora shall issue in accordance with the terms of the
Plan (including Sections 5.3 and 6.6 hereof), 56 million shares (in the
aggregate) of New Aurora Class A Common Stock to the Second Lien Loan
Administrative Agent for subsequent distribution on a Pro Rata basis to the
Holders of Allowed Second Lien Loan Claims (or such Holder’s affiliate, as
provided for in Plan Section 5.3(b)).  As of the Effective Date, such
56 million shares of New Aurora Class A Common Stock to be so distributed shall
collectively represent 100% of the outstanding shares of New Aurora Class A
Common Stock (subject to dilution on a pari passu basis with all
other holders of shares of New Aurora Class A Common Stock upon the issuance of
any shares of New Aurora Class A Common Stock issuable upon the exercise of the
New Warrants or otherwise by Reorganized Aurora).  Upon the issuance
of such shares of New Aurora Class A Common Stock (including, but not limited
to, upon the exercise of the New Warrants or otherwise), all such shares of New
Aurora Class A Common Stock shall be deemed fully paid and
nonassessable.

     

    6.15.        The New Aurora Preferred
Stock.

     

    
      (a)           On
the Effective Date (or as soon thereafter as is practicable), Reorganized Aurora
shall issue, in accordance with the terms of the Plan (including Sections 5.2
and 6.6 hereof), 32 million shares (in the aggregate) of the New Aurora
Preferred Stock to the First Lien Loan Administrative Agent for subsequent
distribution on a Pro Rata basis to the Holders of Allowed First Lien Loan
Claims (or such Holder’s affiliate, as provided for in Plan Section
5.2(b)).  The New Aurora Preferred Stock issued on such date to each
such Holder shall, in the aggregate, represent, as of such date, 100% of the
outstanding shares of New Aurora Preferred Stock, subject to no dilution or
further issuance of any additional shares of New Aurora Preferred Stock except
as expressly provided under Plan Section 6.15(f).  Except
as provided by the Utah Revised Business Corporation Act and the Amended and
Restated Articles of Incorporation, the shares of New Aurora Preferred Stock
shall be non-voting.

       

      


    

    
      (b)           The
New Aurora Preferred Stock shall have an initial liquidation preference of $1.00 per share of New
Aurora Preferred Stock, for an aggregate initial liquidation preference for all
shares of New Aurora Preferred Stock equal to approximately $32 million, and
shall rank senior in priority to the shares of New Aurora Class A Common Stock
and the New Aurora Class B Common Stock and junior in priority to all
indebtedness of Reorganized Aurora.  To the extent then available, the
form of the New Aurora Preferred Stock shall be as set forth in the Plan
Supplement.

       

      


    

    (c)           Neither
Reorganized Aurora, nor any holders of New Aurora Class A Common Stock, shall be
permitted to approve, any of the following without the prior written approval of
holders of at least 66 2/3% of the shares of New Aurora Preferred Stock
outstanding:  (i) certain transactions (i.e., mergers or asset sales,
etc.); (ii) any changes to the rights, privileges, or preferences of the New
Aurora Preferred Stock; (iii) the incurrence by Reorganized Aurora of any
secured or unsecured indebtedness (other than indebtedness contemplated
hereunder); provided, however, that with
respect to unsecured indebtedness, no such approval shall be required to the
extent that such unsecured indebtedness is, in the aggregate, less than
$500,000; (iv) the issuance of any additional shares of New Aurora Preferred
Stock (other than as a dividend on outstanding shares), and the issuance of any
equity interests in Reorganized Aurora that would rank senior to, or pari passu with, the New
Aurora Preferred Stock as to liquidation preference or as to priority of
distributions; (v) any distributions on or redemptions of any shares of the New
Aurora Class A Common Stock or the New Aurora Class B Common Stock (other than
(A) those expressly permitted in accordance with the terms of the Plan and (B)
certain exceptions such as repurchases under employee benefit plans or
employment agreements, etc.); (vi) designation of additional directors of the
Board of Directors of Reorganized Aurora upon the occurrence of the Triggering
Event; and (vii) additional matters as reflected in the Plan Documents,
including without limitation, the Amended and Restated Articles of Incorporation
and the Amended and Restated By-Laws.

     

    
      
        
           


        

        
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    (d)           The
governing documents of the Reorganized Aurora shall contain customary provisions
entitling the holders of the New Aurora Class A Common Stock, the New Aurora
Class B Common Stock, and the New Aurora Preferred Stock to receive (i) periodic
financial statements, and (ii) reasonable access to the books and records of
Reorganized Aurora.

     

    (e)           The
New Aurora Preferred Stock shall not be convertible into New Aurora Class A
Common Stock, New Aurora Class B Common Stock, or any other equity security of
Reorganized Aurora.

     

    (f)           Dividends
shall accrue for each share of New Aurora Preferred Stock at a rate of 6%
annually on the amount of the liquidation preference for such New Aurora
Preferred Stock, payable solely in additional New Aurora Preferred Stock,
issuable quarterly.

     

    (g)           Each
share of New Aurora Preferred Stock shall be redeemable (i) on a mandatory
basis, on the date that is 60 months after the Effective Date; (ii) at the
option of the Reorganized Aurora, at any time prior to the redemption date in
clause (i) hereof; (iii) on a mandatory basis, upon the refinancing or the
payment in full of the obligations under the New Secured Notes; or (iv) on a
mandatory basis, upon the occurrence of an event of default under the New
Secured Notes, in each case under clauses (i), (ii), (iii) and (iv) hereof, for
a Cash redemption price equal to the liquidation preference applicable to such
New Aurora Preferred Stock, plus any accrued and unpaid dividends (paid in Cash
based on the amount of the liquidation preference that would apply to the shares
of New Aurora Preferred Stock that would otherwise be issued to pay such accrued
and unpaid dividends); provided, however, that any
partial redemptions shall be made on a Pro Rata basis among the holders of the
New Aurora Preferred Stock.

     

    (h)           The
holders of the New Aurora Preferred Stock shall have no obligation thereunder to
make any capital contributions to any of the Reorganized Debtors.

     

    6.16.        Dividends to Preferred and Common
Equity Holders of Reorganized Aurora.  Any dividends (other
than dividends paid in additional shares of New Aurora Preferred Stock, which
shall only be issued to existing holders of New Aurora Preferred Stock) by
Reorganized Aurora to its respective equity security holders shall be allocated
as follows:

     

    
      
        
           


        

        
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    (a)           Until
all shares of New Aurora Preferred Stock have been fully redeemed in accordance
with the terms of the Amended and Restated Articles of Incorporation or have
received aggregate dividends equal to the aggregate liquidation preference plus
all accrued and unpaid dividends thereon, dividends to the respective equity
security holders of Reorganized Aurora shall be allocated as
follows:  (1) 90% to the holders of the New Aurora Preferred Stock and
(2) 10% to the holders of the New Aurora Class B Common Stock; and

     

    (b)           After
the full redemption of all outstanding shares of New Aurora Preferred Stock or
the payment of aggregate dividends to the New Aurora Preferred Stock equal to
the aggregate liquidation preference plus all accrued and unpaid dividends
thereon, all dividends shall be allocated on a Pro Rata basis to the holders of
the New Aurora Class A Common Stock and the New Aurora Class B Common
Stock.

     

    6.17.        Management and Director Equity
Plan.  Following the Effective Date, the Management and
Director Equity Plan may be adopted by Reorganized Aurora.  The terms
and conditions of any Management and Director Equity Plan shall be determined by
the Board of Directors of Reorganized Aurora.  Shares of New Aurora
Class B Common Stock representing the equivalent of up to 10% of the shares of
New Aurora Class A Common Stock on a fully-diluted basis that are issued and
outstanding upon the Effective Date (not including any shares of New Aurora
Class A Common Stock or other such class of equity that would be issuable upon
the exercise of the New Warrants) shall be reserved for the issuance under any
Management and Director Equity Plan when the Management and Director Equity Plan
is adopted by Reorganized Aurora.

     

    6.18.        Registration Rights
Agreement.  Following the Effective Date, certain holders of
New Aurora Class A Common Stock shall be entitled to require the registration of
New Aurora Class A Common Stock under the Securities Act in accordance with the
terms of the Registration Rights Agreement.  The Registration Rights
Agreement shall be filed as part of the Plan Supplement and shall be executed
and delivered by Reorganized Aurora and become effective as of the Effective
Date.  The terms of the Registration Rights Agreement shall provide
that no registration rights thereunder may be exercised unless all shares of New
Aurora Preferred Stock have been fully redeemed.

     

    6.19.        Voting Agreement and the
Conversions.

     

    (a)           The
Voting Agreement shall:  (i) be filed as part of the Plan Supplement,
(ii) be executed and delivered by Reorganized Aurora, the initial holders of the
New Aurora Class A Common Stock, and the initial holders of New Aurora Preferred
Stock, and (iii) become effective as of the Effective Date.  Following
the Effective Date (and subject to Section 6.19(b) hereof), the holders of New
Aurora Preferred Stock and New Aurora Class A Common Stock shall take all the
appropriate corporate action to approve and effect the Utah Conversion and
Delaware Conversion and approve and execute the Reorganized Aurora Limited
Liability Company Agreement, all as contemplated by the Voting
Agreement.

     

    (b)           Notwithstanding
anything to the contrary contained in this Plan, the holders of the New Aurora
Preferred Stock and the holders of the New Aurora Class A Common Stock may
agree, after the Effective Date, not to undertake the Utah Conversion, the
Delaware Conversion, or any other conversion of Reorganized Aurora and to
instead keep and maintain the existence of Reorganized Aurora and the New Aurora
Preferred Stock, New Aurora Class A Common Stock, and New Aurora Class B Common
Stock issued in accordance with Section 6.3 hereof or otherwise
hereunder.

     

    
      
        
           


        

        
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    (c)           Notwithstanding
any such conversions, Reorganized Aurora shall be treated as a corporation for
federal income tax purposes, and shall take all other actions necessary or
desirable in furtherance of such treatment for federal income tax
purposes.

     

    6.20.        No Fractional Shares or
Warrants.  No fractional shares of New Aurora Class A Common
Stock or New Aurora Preferred Stock, or New Warrants to acquire any fractional
shares of New Aurora Class A Common Stock, shall be issued or distributed under
the Plan or the Exit Credit Facility.  Whenever any distribution to a
particular Person would otherwise call for the distribution of a fraction of a
share of New Aurora Class A Common Stock or New Aurora Preferred Stock or of a
New Warrant to acquire any fractional share of New Aurora Class A Common Stock,
the actual distribution of shares of such stock or warrant shall be rounded down
to the next lower whole number.  The total number of shares of New
Aurora Class A Common Stock or New Aurora Preferred Stock or New Warrants to be
distributed to a Class of Claims or in connection with the Exit Credit Facility
(as applicable) shall be adjusted as necessary to account for this
rounding.  No consideration shall be provided in lieu of any
fractional shares of New Aurora Class A Common Stock, New Aurora Preferred
Stock, or New Warrants that are rounded down.

     

    6.21.       
Restrictions on
Transfer.

     

    (a)           For
a period of 25 months after the Effective Date, the New Aurora Preferred Stock
may not be sold, transferred, pledged, or assigned without the approval of the
holders of a majority of the New Aurora Class A Common Stock.  After
such 25-month period following the Effective Date, there shall be no
restrictions on the transfer of the New Aurora Preferred Stock other than with
respect to compliance with applicable laws.

     

    (b)           For
a period of 25 months after the Effective Date, the New Aurora Common Stock
may not be sold, transferred, pledged, or assigned without the approval of the
holders of a majority of the New Aurora Preferred Stock.  After such
25-month period following the Effective Date, there shall be no restrictions on
the transfer of the New Aurora Common Stock other than with respect to
compliance with applicable laws.

     

    6.22.        De Minimis
Distributions.  No Debtor, Reorganized Debtor, or any
disbursing agent or transfer agent retained by the Reorganized Debtors pursuant to Plan Section
6.5(b) shall distribute any Cash to the Holder of an Allowed Claim if the amount
of Cash to be distributed on account of such Claim is less than $5.  Any Holder of an
Allowed Claim on account of which the amount of Cash to be distributed is less
than $5 shall have its Claim and its
right to any such distribution discharged, and
shall be forever barred from asserting any such claim against, or
interest in, the Reorganized
Debtors or their respective property.  Any Cash not distributed
pursuant to this Section
6.22 shall be the property of the
Reorganized Debtors, free of any restrictions thereon, and any
such Cash held by any disbursing agent or transfer agent retained by the
Reorganized Debtors pursuant to
Plan Section 6.5(b) shall be returned to the Reorganized
Debtors.

    


    
      
        
           


        

        
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    6.23.        Withholding and Reporting
Requirements.  In connection with this Plan and all instruments
issued in connection herewith and distributed hereunder, the Debtors, the
Reorganized Debtors, any disbursing agent or
transfer agent retained by the Reorganized Debtors pursuant to Plan Section 6.5(b),
and the Administrative Agents, as the case may be, shall comply with all
applicable withholding and reporting requirements imposed by any federal, state,
local, or foreign taxing authority, and all distributions under the Plan shall
be subject to any such withholding and reporting requirements.

     

    6.24.        Non-Debtor Intercompany
Claims.  All Non-Debtor Intercompany Claims shall be reviewed
by the Reorganized Debtors and (without the need for any such entities to file a
Proof of Claim) adjusted, continued, or discharged as the Reorganized Debtors
determine as appropriate, taking into account, among other things, the
distribution of consideration under the Plan and the economic condition of the
Reorganized Debtors and their non-Debtor subsidiaries and
Affiliates.

     

    6.25.        Direction to
Parties.  From and after the Effective Date, the Reorganized
Debtors may apply to the Bankruptcy Court for an order directing any necessary
party to execute or deliver or to join in the execution or delivery of any
instrument required to effect a transfer of property dealt with by the Plan, and
to perform any other act, including the satisfaction of any Lien, that is
necessary for the consummation of the Plan, pursuant to Bankruptcy Code §
1142(b).

     

    6.26.        Setoffs.  The
Debtors shall, pursuant to Bankruptcy Code § 553, set off against any Allowed
Claim and the distributions to be made pursuant to the Plan on account of such
Claim, all claims, rights, and Causes of Action of any nature that the Debtors
may hold against the Holder of such Allowed Claim that are not otherwise waived,
released, or compromised in accordance with the Plan; provided, however, that neither
the failure to effect such a setoff nor the allowance of any Claim shall
constitute a waiver or release by the Debtors of any such claims, rights, and
Causes of Action that either of the Debtors may possess against such
Holder.

     

    6.27.        Waiver of Avoidance Claims;
Preservation of All Other Causes of Action.

     

    (a)           As
of and subject to the Effective Date, all of the Debtors’ and the Estates’
Avoidance Claims other than those against (i) Frontier Energy, L.L.C. or (ii)
Lawson & Kidd, LLP or its principals or any related Person (solely to the
extent that the Lawson & Kidd Payment is not paid by Lawson & Kidd, LLP
on or prior to the Effective Date) shall be deemed to have been, and shall be,
released and/or waived, and all parties shall hereby be enjoined from
instituting and presenting in the name of the Debtors, or otherwise, any or all
proceedings in order to collect, assert, or enforce any such Avoidance Claim of
any kind; provided, however, that if the
Confirmation Order is vacated or revoked, all Avoidance Claims shall be deemed
reinstated automatically, with the same force and effect as if the Avoidance
Claims never had been released and/or waived hereunder, without the need for any
action to be taken by the Debtors or any other party.  In addition,
all parties shall hereby be enjoined from instituting and presenting in the name
of the Debtors or the Estates any objections to Claims under Bankruptcy Code §
502(d) on account of such released and waived Avoidance Claims.

     

    (b)           Except
as otherwise set forth in the Plan (including, without limitation, Article IX
and Section 6.27(a)
hereof), in accordance with Bankruptcy Code § 1123(b), as of the
Effective Date, the Reorganized Debtors shall retain all Causes of Action
(including, without limitation, actions that could be brought under Bankruptcy
Code § 542 or 543) other than with respect to any Avoidance Claims that are
waived, and shall have the power, subject to any applicable releases and/or
waivers contained in the Plan, (i) to institute and present in the name of the
Debtors, or otherwise, all proceedings that they may deem proper in order to
collect, assert, or enforce any claim, right, or title of any kind in or to
either of the Debtors’ Assets or to avoid any purported Lien, and (ii) to defend
and compromise any and all actions, suits, or proceedings in respect of such
Assets.  Without limiting the generality of the foregoing, in the
event that the Lawson & Kidd Payment is not made by Lawson & Kidd, LLP
on or prior to the Effective Date, the Debtors shall transfer to the Reorganized
Debtors all of their right, title, and interest to any and all claims or causes
of action that the Debtors or the Estates may have against Lawson & Kidd,
LLP or its principals or any related Person.

     

    
      
        
           


        

        
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    6.28.        Special Provisions Regarding the
Treatment of Allowed Secondary Liability Claims.  The
classification and treatment of Allowed Claims under the Plan shall take into
consideration all Allowed Secondary Liability Claims.  On the
Effective Date, Allowed Secondary Liability Claims shall be treated as
follows:

     

    (a)           The
Allowed Secondary Liability Claims arising from or related to either Debtors'
joint or several liability for the obligations under any (a) Allowed Claim that
is being Reinstated under the Plan or (b) Executory Contract that is being
assumed or deemed assumed by the other Debtor or Reorganized Debtor shall be
Reinstated.

     

    (b)           Holders
of all other Allowed Secondary Liability Claims shall be entitled to only one
distribution from the Debtors, which distribution shall be as provided in the
Plan in respect of such underlying Allowed Claim, and which Allowed Secondary
Liability Claim (as well as the underlying Allowed Claim) shall be deemed
satisfied in full by the distributions on account of the related underlying
Allowed Claim.  No multiple recovery on account of any Allowed
Secondary Liability Claim (including, but not limited to, on account of any
Claim based on any of the Guarantees or any guarantee related to an Executory
Contract) shall be provided or permitted in excess of the Allowed
Claim.

     

    6.29.        Plan
Supplement.  The Plan Supplement shall be filed with the
Bankruptcy Court within the time established by the order of the Bankruptcy
Court approving the Disclosure Statement or other applicable order of the
Bankruptcy Court.  The Plan Supplement shall include (unless
previously filed or not then yet available) the respective draft forms of the
Amended and Restated Articles of Incorporation; the Amended and Restated Bylaws;
the Amended and Restated LLC Agreement; the Registration Rights Agreement; the
Voting Agreement (to the extent applicable in accordance with Section 6.19(b)
hereof); and, to the extent then available, the draft forms of any documents
memorializing the New Warrants or the terms and conditions of the New Aurora
Preferred Stock, the New Aurora Class A Common Stock, or the New Aurora Class B
Common Stock.  The Debtors may also include in the Plan Supplement a
draft form of an Exit Credit Facility, the New Secured Notes, and the Working
Capital Loans Notes, but only if and to the extent that such drafts are
available as of the date of the filing of the Plan Supplement.  The
Plan Supplement may also include revised or updated lists of the Executory
Contracts identified as “to be rejected” under the Plan (if any).  The
draft forms, summaries, lists, and schedules so set forth in the Plan Supplement
may be amended, modified, or supplemented from time to time after the filing of
the Plan Supplement.  Upon its filing, the Plan Supplement may be
inspected in the office of the Clerk of the Bankruptcy Court or its designee
during normal business hours.  Holders of Claims and Interests may
obtain a copy of the Plan Supplement upon written request to the Claims Agent or
through the Claims Agent’s website, http://www.donlinrecano.com/aurora, or
through the Bankruptcy Court’s website,
http://www.miwb.uscourts.gov/.

     

    
      
        
           


        

        
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    6.30.        Allocation of
Distributions.  All distributions paid to Holders of Allowed
Claims in satisfaction thereof pursuant to this Plan shall be allocated first to
the original principal amounts of such Claims (as determined for federal income
tax purposes), and, second, to the portion of such Claims representing interest
(as determined for federal income tax purposes) and any excess thereafter shall
be allocated to the remaining portion of such Claims.

     

    6.31.        Distribution
Limitations.  Notwithstanding any other provision of the Plan
to the contrary, no distribution shall be made on account of any Claim, or part
thereof, (i) that is not an Allowed Claim or (ii) that has been avoided or is
subject to any objection.  The sum total of the value of the
distributions to be made on the Initial Distribution Date to all Claims in a
particular Class (if any) shall not exceed the aggregate amount of the Allowed
Claims in such Class (if any), and the distribution to be made to each
individual Holder of an Allowed Claim shall not exceed the amount of such
Holder’s Allowed Claim.

     

    6.32.        Limitations on Amounts to Be
Distributed to Holders of Allowed Insured
Claims.  Distributions under the Plan to each Holder of an
Allowed Insured Claim shall be in accordance with the treatment provided under
the Plan for the Class in which such Allowed Insured Claim is classified, but
solely to the extent that such Allowed Insured Claim is not satisfied from
proceeds payable to the
Holder thereof under any pertinent insurance policies and applicable law.  Nothing
in this Section 6.32 shall constitute a
waiver of any claims, obligations, suits, judgments, damages, demands, debts,
rights, Causes of Action, or liabilities that any entity may hold against the
Debtors’ or the Reorganized Debtors’ insurance carriers.

     

    6.33.        Distributions by Reorganized Aurora
of Proceeds from the Sale of Assets.  The net Cash proceeds
from the sale of any assets of the Reorganized Aurora, as well as any amount to
be paid (whether voluntary or involuntary), shall be applied as
follows:

     

    (a)           First,
to the Pro Rata payment of (i) all fees, costs, expenses and other obligations
payable to the administrative agent and the collateral agent, if any, under the
New Secured Notes and (ii) to the extent that the Working Capital Loans are
subscribed by at least one First Lien Loan Lender, all fees, costs, expenses and
other obligations payable to the Exit Credit Facility Administrative Agent and
the collateral agent, if any, under the Exit Credit Facility;

     

    (b)           Second,
to the Pro Rata payment of (i) the Tranche A Notes in the following order of
priority:  (A) accrued and unpaid interest, (B) principal amount
outstanding, and (C) any other obligation payable in respect of the Tranche A
Notes and (ii) to the extent that the Working Capital Loans are subscribed by at
least one First Lien Loan Lender, the Working Capital Loans in the following
order of priority:  (A) accrued and unpaid interest, (B) principal
amount outstanding, (C) premium in respect of the principal amount, and (D) any
other obligation payable in respect of the Working Capital Loans;

     

    
      
        
           


        

        
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    (c)           Third,
to the extent that the Working Capital Loans are subscribed exclusively by the
Second Lien Loan Lenders, to the payment of all fees, costs, expenses and other
obligations payable to the Exit Credit Facility Administrative Agent, and any
collateral agent under the Exit Credit Facility;

     

    (d)           Fourth,
to the extent that the Working Capital Loans are subscribed exclusively by the
Second Lien Loan Lenders, to the payment of the Working Capital Loans in the
following order of priority:  (i) accrued and unpaid interest, (ii)
principal amount outstanding, (iii) premium in respect of the principal amount,
and (iv) any other obligation payable in respect of the Working Capital Loans;
and

     

    (e)           Fifth,
to the payment of the Tranche B Notes in the following order of
priority:  (i) accrued PIK Interest not yet capitalized and added to
the principal, (ii) principal amount outstanding (including capitalized and
added PIK Interest), and (iii) any other obligation payable in respect of the
Tranche B Notes.

     

    6.34.        Implementation of
Settlement.  The Plan incorporates and implements a compromise
and settlement reached by and among (i) the First Lien Loan Lenders and the
Second Lien Loan Lenders, (ii) the Creditors Committee, (iii) NW Bank, and (iv)
the Debtors.  Specifically, the distributions to be provided for in
the Plan to Holders of Allowed Claims in Class 2A and Class 2B represent the
negotiated distributions as set forth in an agreement-in-principle reached
between the Debtors and the First Lien Loan Lenders and the Second Lien Loan
Lenders.  In addition, the distributions to be provided for in the
Plan to Holders of Allowed Claims in Class 2D, Class 3A, and Class 3B represent
the distributions negotiated with the Creditors Committee and NW Bank,
respectively.

     

    6.35.        “Change of Control”
Provisions.  Notwithstanding anything to the contrary that may
be contained in the Plan or the Confirmation Order, any insurance policy, any of
the Credit Facilities, the NW Bank Agreements, any Executory Contract, or other
contract or agreement to which either of the Debtors is a party, the
transactions to be consummated in accordance with this Plan shall not create, or
be deemed to create, any claim or right in connection therewith, upon a “Change
of Control” or similar term, as such term may be defined or utilized
in any of the Credit Facilities, the NW Bank Agreements, or in any Executory
Contract, contract, or agreement to which either of the Debtors is a party;
provided, however, that to the
extent the Management Transition Services Agreements are not entered into by,
and binding upon, the Debtors and/or the Reorganized Debtors, the “change of
control” provisions in the respective employment agreements of Rebecca Abbott,
Jeffrey Deneau, William Deneau, John Hunter, and Barbara  Lawson shall
not be affected, modified, or in any way impaired by this Section 6.36 of the
Plan.

     

    6.36.        United States Trustee’s
Fees.  The Reorganized Debtors shall be responsible for timely
payment of fees incurred pursuant to 28 U.S.C. § 1930(a)(6).  After
confirmation of the Plan, the Reorganized Debtors shall file with the Bankruptcy
Court and the United States Trustee a quarterly post-confirmation report, in the
format specified by the United States Trustee, for each quarter that these Cases
remain open.  The United States Trustee quarterly fee shall be
calculated on all disbursements made by the Reorganized Debtors, whether
pursuant to the Plan or not, until the Cases are closed, converted to Chapter 7,
or dismissed.  The Bankruptcy Court shall retain jurisdiction to
decide any post-confirmation dispute concerning such quarterly
fees.

     

    
      
        
           


        

        
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      ARTICLE
VII

    

     

    EXECUTORY
CONTRACTS

     

    7.1.           Assumption or Rejection of Executory
Contracts.  As of the Confirmation Date, but subject to the
occurrence of the Effective Date, all of the Debtors’ Executory Contracts
(including, without limitation, those Executory Contracts identified as “to be
assumed” on the list attached as Exhibit D to the Disclosure Statement, as such
list may be revised and included in the Plan Supplement or otherwise) shall be
deemed assumed by the applicable Debtors and retained by the applicable
Reorganized Debtors in accordance with the provisions and requirements of
Bankruptcy Code §§ 365 and 1123, except those Executory Contracts that (i) have
previously been rejected by an order of the Bankruptcy Court, (ii) are the
subject of a motion to reject pending on the Confirmation Date, (iii) are
identified as “to be rejected” on the list attached as Exhibit E to the
Disclosure Statement (as such list may be revised and included in the Plan
Supplement or otherwise), or (iv) are otherwise rejected pursuant to the terms
of the Plan.  Rejection of the Executory Contracts at issue in clauses
(iii) and (iv) in the immediately preceding sentence shall be effective as of
the Confirmation Date, subject to the occurrence of the Effective
Date.  Entry of the Confirmation Order by the Bankruptcy Court shall
constitute approval of such assumptions and rejections (as applicable) pursuant
to Bankruptcy Code §§ 365(a) and 1123, subject to the occurrence of the
Effective Date.  The listing of a document on either Exhibit D or
Exhibit E to the Disclosure Statement (as either such list may be revised and
included in the Plan Supplement or other otherwise) shall not constitute an
admission by the Debtors that such document is an executory contract or
unexpired lease or that the Debtors have any liability
thereunder.  Each Executory Contract assumed pursuant to this Article
VII shall revest in and be fully enforceable by the respective Reorganized
Debtor in accordance with its terms, except as may be modified by (i) the
provisions of the Plan, (ii) the Confirmation Order or any other applicable
order of the Bankruptcy Court approving and authorizing its assumption, or (iii)
applicable federal law.  The Debtors shall retain the right at all
times prior to the Effective Date to (a) assume any additional or other
Executory Contract(s) not specifically identified on the list thereof attached
as Exhibit D to the Disclosure Statement (or as such list may be revised and
included in the Plan Supplement or otherwise) as “to be assumed” (including,
without limitation, any Executory Contracts currently identified on Exhibit E to
the Disclosure Statement as “to be rejected”), or (b) reject any additional or
other Executory Contract(s) not specifically identified on the list thereof
attached as Exhibit E to the Disclosure Statement (or as such list may be
revised and included in the Plan Supplement or otherwise) as “to be rejected”
(including, without limitation, any Executory Contracts currently identified on
Exhibit D to the Disclosure Statement as “to be assumed”), in each case upon
providing notice to the non-Debtor party thereto.  Without limiting
the effect of this Plan Section 7.1, Exhibits D and E to the Disclosure
Statement contain schedules of all known Executory Contracts currently
anticipated to be either assumed or rejected under this Plan, respectively (as
such schedules may be revised and included in the Plan Supplement or otherwise),
subject to the Debtors’ right to determine at any time subsequently, on or prior
to the Effective Date, including, without limitation, as may be set forth in the
Plan Supplement, to either assume or reject any Executory Contracts or to
include additional Executory Contracts to be either (a) assumed under the Plan
or (b) rejected under the Plan, in each case upon providing notice to the
non-Debtor party thereto.

     

    
      
        
           


        

        
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    7.2.           Cure of Defaults of Assumed Executory
Contracts.  Any monetary amounts by which each Executory
Contract to be assumed pursuant to the Plan is in default shall be satisfied,
pursuant to Bankruptcy Code § 365(b)(1), by payment of any default amount (as
such amount has been agreed upon by the Reorganized Debtors or, in the event of
a dispute regarding such default amount, as such amount has been determined by
an order of the Bankruptcy Court) in Cash by the latest of (i) the Effective
Date (or as soon thereafter as is practicable), (ii) in the event of a dispute
regarding the default amount, within 30 days of the entry of an order of the
Bankruptcy Court establishing such default amount, (iii) the date of an order of
the Bankruptcy Court (or as soon thereafter as is practicable) approving and
authorizing the assumption or assignment of an Executory Contract not otherwise
assumed or rejected pursuant to the terms of the Plan, or (iv) on such other
terms as the parties to such Executory Contracts may otherwise
agree.  Notwithstanding the foregoing, in the event of a dispute
regarding:  (1) the amount of any cure payments, (2) the ability of
the Reorganized Debtors to provide “adequate assurance of future performance”
(within the meaning of Bankruptcy Code § 365) under the contract or lease to be
assumed, or (3) any other matter pertaining to assumption (each an “Assumption Dispute”), the cure
payments required by Bankruptcy Code § 365(b)(1) shall be made following the
entry of a Final Order resolving the Assumption Dispute and approving the
assumption; provided, however, that (a) in
the event the Bankruptcy Court determines that the actual cure payment owed to a
particular non-Debtor party to an Executory Contract exceeds the proposed cure
amount as set forth in the notice to be provided by the Debtors pursuant to
Section 7.3 hereof and as set forth on Exhibit D to the Disclosure Statement, or
(b) the Debtors and the applicable non-Debtor party involved in any Assumption
Dispute cannot otherwise consensually resolve such Assumption Dispute prior to
the Effective Date, the Debtors may reject the Executory Contract at issue
pursuant to Bankruptcy Code § 365 rather than paying the disputed cure amount,
by presenting a proposed order to the Bankruptcy Court for such rejection,
without any other or further notice.  In the event any Executory
Contract is so rejected, the non-Debtor party thereto shall be entitled to file
a Proof of Claim pursuant to Plan Section 7.4, which Claim shall be classified
pursuant to Plan Section 7.5, but shall not be entitled to any other or further
Claim or relief from either of the Debtors or the Reorganized
Debtors.

     

    7.3.           Notice of Proposed Cure Amount and
Objection Deadline.  The Debtors shall provide notice to the
non-Debtor party to all known Executory Contracts to be assumed of (i) the
proposed default amount owed (if any) under the applicable Executory Contract
and (ii) the last date by which such non-Debtor party may file an objection or
other response with respect to such proposed default amount.  Any non-Debtor party that fails to
object or otherwise respond in a timely manner to such notice of the proposed
default amount owed shall be deemed to have consented to such proposed amount
and to the proposed assumption by the Debtors of the applicable Executory
Contract, and may not receive any other or additional distribution or
consideration from the Debtors, the Estates, the Reorganized Debtors, or the
Assets, or otherwise seek recourse against, the Debtors, the Estates, the
Reorganized Debtors, or any of the Assets that are to be distributed under the
terms of the Plan, beyond such proposed amount owed.

     

    7.4.           Rejection Claims.

     

    (a)           Each
non-Debtor party to any Executory Contract rejected under and pursuant to this
Article VII shall be entitled to file, not later than 30 days after the entry of
the Confirmation Order (the “Plan Rejection Bar Date”), a
Proof of Claim against the applicable Debtor for alleged Rejection
Claims.  If no such Proof of Claim for a Rejection Claim is timely
filed against the applicable Debtor, any such Claim shall be forever barred and
shall not be enforceable against the Debtors, the Reorganized Debtors, or their
respective Estates or Assets.  Objections to any such Proof of Claim
shall be filed not later than 90 days after such Proof of Claim is filed
(subject to any potential further extensions of such date as so ordered and
approved by the Bankruptcy Court), and the Bankruptcy Court shall decide any
such objections.  Distributions (if any) in respect of such Claims (consistent with the
distributions to be received by Holders of other Claims in the Class into which
such Claims fall, as determined by Section 7.5 hereof) shall be made not earlier
than the later of (a) 30 days after the expiration of the 90-day period (as such period may be
extended by order of the Bankruptcy Court) for filing an objection in respect of
any Proof of Claim filed pursuant to this Section 7.4 and
(b) 30 days after the Claim has been Allowed by a Final Order of the
Bankruptcy Court, provided that no such distribution shall be made before the
Effective Date.

     

    
      
        
           


        

        
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    (b)           Notwithstanding
anything to the contrary herein, the Plan Rejection Bar Date shall apply only to
Rejection Claims with respect to those Executory Contracts that are rejected
under and pursuant to the Plan.  Any Holder of a Rejection Claim for
an Executory Contract that is not rejected pursuant to this Plan, but whose
Rejection Claim instead arises under an Executory Contract that either has
already been rejected by an order of the Bankruptcy Court or is the subject of a
separate motion to reject pending on the Confirmation Date, must file a Proof of
Claim for such Rejection Claim by the date provided in any order relating to
such Rejection Claim.

     

    7.5.           Classification of Rejection
Claims.  Except as otherwise provided under the Plan, any
Rejection Claims (a) against Aurora shall be treated as Class 3A Claims and (b)
against HPPC shall be treated as Class 3B Claims, in each instance to the extent
they are Allowed Claims.

     

    7.6.           Reinstatement of Allowed Secondary
Liability Claims Arising From or Related to Executory Contracts Assumed by the
Debtors.  On the Effective Date, in accordance with Section
6.28 hereof, any Allowed Secondary Liability Claim arising from or related to
either Debtor’s joint or several liability for the obligations under or with
respect to:  (a) any Executory Contract that is being assumed or
deemed assumed pursuant to Bankruptcy Code § 365 by the other Debtor or
Reorganized Debtor or (b) a Reinstated Claim shall be
Reinstated.  Accordingly, such Allowed Secondary Liability Claims
shall survive and be unaffected by the entry of the Confirmation
Order.

     

    7.7.           Insurance
Policies.

     

    (a)           All
insurance policies of the Debtors (including, without limitation, the Directors
& Officers Liability Insurance Policies) providing coverage to the Debtors
and/or the Debtors’ current or former directors, officers, stockholders, agents,
employees, representatives, predecessors, and others for conduct in connection
in any way with the Debtors, their assets, liabilities, and/or operations, to
the extent such policies are Executory Contracts, shall be deemed assumed by the
applicable Debtors as of the Confirmation Date.  Entry of the
Confirmation Order by the Bankruptcy Court shall constitute approval of such
assumptions pursuant to Bankruptcy Code §§ 365 and 1123 or
otherwise.  Each insurance policy assumed pursuant to this Article VII
shall revest in, and be fully enforceable by, the respective Reorganized Debtor
in accordance with its terms, except as may be modified by (i) the provisions of
the Plan, (ii) any order of the Bankruptcy Court approving and authorizing its
assumption, or (iii) applicable federal law.

     

    
      
        
           


        

        
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    (b)           Notwithstanding
anything provided herein to the contrary, the Plan shall not be deemed in any
way to diminish or impair the enforceability of any insurance policies that may
cover claims against either of the Debtors and/or the Debtors’ current or former
directors, officers, stockholders, agents, employees, representatives,
predecessors or any other Person (including, without limitation, the Directors
& Officers Liability Insurance Policies).  Any failure by the
Debtors to list any particular insurance policy on any schedule of Executory
Contracts to be assumed under the Plan the Debtors may file in these Cases
(either contained in the Disclosure Statement, including, without limitation,
Exhibit D thereto, the Plan Supplement, or otherwise) shall not in any way
impair the Debtors’ ability to assume such policy, and instead, any and all such
policies shall still be assumed in accordance with this Section
7.7.

     

    7.8.           Existing Stock Option
Plans.  Subject to the Plan’s becoming effective on the
Effective Date pursuant to Section 8.2 hereof, the Existing Stock Option Plans
shall not be assumed by Reorganized Aurora on the Effective Date, but shall
instead be cancelled and deemed terminated and of no force and effect as of the
Effective Date.

     

    7.9.           Oil and Gas
Leases.  Notwithstanding any other provision of the Plan, the
Debtors' oil and gas leases shall not constitute nor be considered executory
contracts or unexpired leases under Bankruptcy Code §§ 365 or 1123 for any
purpose under this Plan or otherwise in connection with these
Cases.  Any Claims asserted under these oil and gas leases that arose
as of the Petition Date shall constitute Class 3A Claims, and any such Claims
that arose after the Petition Date shall constitute Administrative Claims, and
in each instance shall be subject to all rights, defenses, and potential
disputes and objections of the Debtors with respect thereto.

     

    7.10.        
Executory Contracts Entered
Into After the Petition Date.  Executory Contracts entered into
after the Petition Date by either Debtor (including the Management Transition
Services Agreements) may be performed by the Debtor or the Reorganized Debtor
liable thereunder in accordance with the terms and subject to the conditions of
such Executory Contract(s) in the ordinary course of
business.  Accordingly, such Executory Contracts shall survive and
remain unaffected by entry of the Confirmation Order.

     

    
      ARTICLE
VIII

    

     

    CONDITIONS
PRECEDENT TO CONFIRMATION AND EFFECTIVENESS

     

    8.1.           Conditions to
Confirmation.  Confirmation of the Plan shall not occur unless
and until the following conditions have been (i) satisfied or (ii) waived or
modified pursuant to Plan Section 8.3:  (a) the Bankruptcy Court shall
have entered an order approving the Disclosure Statement as containing adequate
information pursuant to Bankruptcy Code § 1125, and such order shall not have
been reversed, stayed, amended, or modified in any manner adverse to the Debtors
or their Estates, and (b) the Confirmation Order shall be acceptable, in form
and substance, to the Debtors and the Administrative Agents.

     

    
      
        
           


        

        
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    8.2.           Conditions to
Effectiveness.  Notwithstanding any other provision of the Plan
or the Confirmation Order, the Effective Date shall not occur, and the Plan
shall not be binding on any Person, unless and until each of the following
conditions has been (a) satisfied or (b) waived or modified pursuant to Plan
Section 8.3:

     

    (a)           The
Confirmation Order (i) shall have been entered on the docket by the Clerk of the
Bankruptcy Court in form and substance acceptable to the Debtors and the
Administrative Agents and (ii) shall not have been reversed, stayed, amended, or
modified in any manner adverse to the Debtors or their Estates;

     

    (b)           The
Plan Documents and all other documents provided for under, and reasonably
necessary to effectuate the (i) terms of, and (ii) actions contemplated under,
the Plan, shall be in form and substance acceptable to the Debtors and the
Administrative Agents, and shall have been executed and delivered by the parties
thereto, unless such execution or delivery has been waived in writing by the
parties benefited by such documents; provided, however, neither (i)
the execution and delivery of the New Warrants, or any form of agreement annexed
thereto, by the holder thereof, nor (b) the execution and delivery of any
documents establishing the terms and conditions of a Management and Director
Equity Plan, shall be a condition to the occurrence of the Effective
Date.  The Plan Documents to which the condition in this sub-paragraph
(b) refers include, but are not limited to, the following
documents:

     

    (1)           the
Amended and Restated Articles of Incorporation, the Amended and Restated
By-Laws, and the Amended and Restated LLC Agreement;

     

    (2)           the
Exit Credit Facility and the Exit Credit Facility Guarantee, the New Secured
Notes, the Working Capital Loans Notes, and any document memorializing the New
Aurora Preferred Stock, and all instruments, certificates, guarantees,
agreements, and documents contemplated by Plan Sections 6.13, 6.17, and
6.18;

     

    (3)           the
Registration Rights Agreement; and

     

    (4)           the
Voting Agreement (to the extent applicable in accordance with Section 6.19(b)
hereof).

     

    (c)           all
conditions precedent to the consummation of, and the funding obligation under,
the Exit Credit Facility shall have been satisfied or waived in accordance with
the terms thereof;

     

    (d)           the
Amended and Restated Articles of Incorporation and the Amended and Restated LLC
Agreement shall have been adopted and duly filed (if required by applicable law)
with the applicable authority of each Reorganized Debtor’s jurisdiction of
incorporation or formation in accordance with such jurisdiction’s state
corporate or limited liability company laws (as applicable);

     

    (e)           the
new respective Board of Directors and Board of Managers of the Reorganized
Debtors (as applicable) shall have been appointed; and

     

    
      
        
           


        

        
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    (f)           all
authorizations, consents, and regulatory approvals required (if any) in
connection with the effectiveness of this Plan shall have been
obtained.

     

    If the
Effective Date (i) does not occur for any reason within 90 days following the
entry of the Confirmation Order, unless such time period is extended by the
Debtors with the consent of the Administrative Agents, or (ii) if on or before
90 days following the entry of the Confirmation Order, either (a) the Debtors
determine, or (b) the Bankruptcy Court determines in a Final Order, that one or
more of the conditions to effectiveness set forth in Plan Section 8.2 will not
be satisfied within such 90-day period, then the Plan and the Confirmation Order
shall immediately, upon such applicable date, be deemed null and void and, in
such event, nothing contained herein or therein shall be deemed to constitute a
waiver or release of any Claims by or against, or any Interests in, the Debtors
or any other Person or to prejudice in any manner the rights of the Debtors or
any Person in any further proceedings (whether or not such proceedings involve
either of the Debtors).  If the Confirmation Order is reversed,
vacated, or revoked on appeal or otherwise by a court of competent jurisdiction,
the Plan shall be null and void ab initio in all respects,
and, without limiting the generality of the foregoing, nothing contained in the
Plan or the Disclosure Statement shall:  (i) constitute a waiver or
release of any Claims by or against, or any Interests in, the Debtors; (ii)
prejudice in any manner the rights of the Debtors; (iii) constitute an
admission, acknowledgement, offer, or undertaking by the Debtors in any respect;
or (iv) affect or impair, in any way, any and all Claims against the Debtors,
any and all claimed contractual subordination rights and claims between or among
the Holders of Claims against the Debtors, and any and all rights and claims
between or among holders of Claims relating in any manner to distributions on
account of Claims against the Debtors based upon any claimed contractual
subordination rights.

     

    8.3.           Waiver or Modification of
Conditions.  The Debtors may with the consent of the
Administrative Agents, but shall have no obligation to, waive or modify in
writing, at any time, any of the conditions set forth in this Article VIII,
without notice, without leave of or order of the Bankruptcy Court, and without
any formal action other than proceeding to consummate the Plan.  The
failure to (a) satisfy or (b) waive or modify any such condition may be asserted
by the Debtors regardless of the circumstances giving rise to the failure of
such conditions to be (a) satisfied or (b) waived or modified.

     

    
      ARTICLE
IX

    

     

    TITLE
TO PROPERTY AND RELEASES

     

    9.1.           Vesting of
Property.  Except as otherwise provided in the Plan or the
Confirmation Order, upon the Effective Date, but retroactive to the Confirmation
Date, (a) the Reorganized Debtors shall continue to exist as separate legal
entities with all the powers of corporations and/or limited liability companies
(as applicable) under applicable law and without prejudice to any right to alter
or terminate such existence (whether by merger or otherwise) under applicable
state law, and (b) all Assets of the respective Debtors (including, but not
limited to, Aurora’s equity interests in HPPC and the Debtors’ respective
interests in any non-Debtor subsidiary or Affiliate (to the extent that any such
non-Debtor subsidiary or Affiliate has not been dissolved, sold, or otherwise
transferred under applicable law prior to the Effective Date), but not including
the NW Bank Note Collateral or the NW Bank Deposit Account Advance Collateral,
both of which shall be transferred to the Holder of the Allowed Class 2D Claim,
subject to the terms and conditions of the Plan, including Section 4.4(b)
hereof), wherever situated, shall vest in the applicable Reorganized Debtor,
subject to the provisions of the Plan and the Confirmation
Order.  Thereafter, each Reorganized Debtor may operate its business,
incur debt and other obligations in the ordinary course of its business, and may
otherwise use, acquire, and dispose of property free of any restrictions of the
Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and the
Bankruptcy Court.  After the Effective Date, but retroactive to the
Confirmation Date, all property retained by the Reorganized Debtors pursuant
hereto shall be free and clear of all Claims, debts, Liens, security interests,
obligations, encumbrances, and interests of Creditors and Interest Holders of
the Debtors and all other Persons, except for (i) as is contemplated by or
provided in the Plan or the Confirmation Order; (ii) the obligation to perform
according to the Plan and the Confirmation Order; and (iii) the respective
Claims, debts, Liens, security interests, encumbrances, and interests (a) of
those Holders of (1) Allowed Class 2C Claims whose Secured Claims the applicable
Debtor elects to Reinstate pursuant to Plan Section 4.3 (as opposed to the
applicable Debtor’s electing to (A) pay the amount of such Allowed Class 2C
Claim in full, (B) return the underlying collateral to such Class 2C Creditor,
or (C) otherwise satisfy such Allowed Claim in a manner provided for under
Section 4.3 of the Plan), or (2) the NW Bank LCs Collateral (subject to the
limitations set forth in Section 4.4(c) of the Plan), or (b) arising in
connection with the Exit Credit Facility (including, without limitation, the New
Secured Notes and the Working Capital Loans Notes) and the Exit Credit Facility
Guarantee.

     

    
      
        
           


        

        
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    9.2.           Discharge and
Injunction.  Pursuant to Bankruptcy Code §
1141(b) or otherwise, except as may otherwise be provided herein or in the
Confirmation Order, upon the occurrence of the Effective Date, the rights
afforded and the payments and distributions to be made under this Plan shall be
in complete exchange for, and in full and unconditional settlement,
satisfaction, discharge, and release of, any and all existing debts, Claims, and
Interests of any kind, nature, or description whatsoever against the Debtors or
any of the Debtors’ Assets or other property, and shall effect a full and
complete release, discharge, and termination of all Liens, security interests,
or other Claims, interests, or encumbrances upon all of the Debtors’ Assets and
property.  No Creditor or Interest Holder of the Debtors nor any other
Person may receive any distribution from the Debtors, the Estates, the
Reorganized Debtors, or the Assets, or seek recourse against, the Debtors, the
Estates, the Reorganized Debtors, or any of the Assets that are to be
distributed under the terms of the Plan, except for those distributions
expressly provided for under the Plan.  All Persons are precluded from
asserting, against any property that is to be distributed under the terms of the
Plan, any Claims, Interests, obligations, rights, Causes of Action, liabilities,
or equity interests based upon any act, omission, transaction, or other activity
of any kind or nature that occurred prior to the Confirmation Date, other than
as expressly provided for in the Plan or the Confirmation Order, whether or not
(a) a Proof of Claim or Proof of Interest based upon such debt or Interest (as
applicable) is filed or deemed filed under Bankruptcy Code § 501; (b) a Claim or
Interest based upon such debt or Interest (as applicable) is allowed under
Bankruptcy Code § 502; or (c) the Holder of a Claim or Interest based upon such
debt or Interest (as applicable) has accepted the Plan, is deemed to have accepted the Plan
under Bankruptcy Code § 1126(f), or is deemed to have rejected the Plan under
Bankruptcy Code § 1126(g).  Except as otherwise provided in the Plan
or the Confirmation Order with respect to a Claim that is expressly Reinstated
under the terms and conditions of the Plan, all Holders of Claims and Interests
arising prior to the Effective Date shall be permanently barred and enjoined
from asserting against the Debtors, the Estates, the Reorganized Debtors, their
successors, or the Assets, any of the following actions on account of such Claim
or Interest: (a) commencing or continuing in any manner any action or other
proceeding on account of such Claim or Interest against property to be
distributed under the terms of the Plan, other than to enforce any right to
distribution with respect to such property under the Plan; (b) enforcing,
attaching, collecting, or recovering in any manner any judgment, award, decree,
or order against any of the property to be distributed under the terms of the
Plan, other than as permitted under subclause (a) above; (c) creating,
perfecting, or enforcing any Lien or encumbrance against any property to be
distributed under the terms of the Plan; (d) asserting any right of setoff,
subrogation, or recoupment of any kind, directly or indirectly, against any
obligation due the Debtors or the Reorganized Debtors, the Assets or any other
property of the Debtors or the Reorganized Debtors, or any direct or indirect
transferee of any property of, or successor in interest to, any of the foregoing
Persons; and (e) acting or proceeding in any manner, in any place whatsoever,
that does not conform to, or comply with, the provisions of the
Plan.

     

    
      
        
           


        

        
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    9.3.           No Waiver of
Discharge.  Except as otherwise specifically provided herein,
nothing in this Plan shall be deemed to waive, limit, or restrict in any way the
discharge granted to the Debtors upon Confirmation of the Plan by Bankruptcy
Code § 1141.

     

    9.4.           Post-Consummation Effect of Evidences
of Claims or Interests.  Except as otherwise expressly set
forth in this Plan
(including, without limitation, Plan Sections 4.5 and 6.2), any and all notes,
stock certificates, and/or other evidences of Claims against, or
Interests in, either of the
Debtors shall, effective upon the Effective Date, represent only the
right to participate in the distributions contemplated by the Plan, if any, and
shall otherwise be cancelled and of no force and effect as of the Effective
Date.

     

    9.5.           Term of Injunctions or
Stays.  Unless otherwise provided for in this Plan or the
Confirmation Order, or any other Final Order of the Bankruptcy Court, all
injunctions or stays provided for in these Cases pursuant to Bankruptcy Code §
105, § 362, or otherwise, and in effect on the Confirmation Date, shall remain
in full force and effect until the Effective Date.

     

    9.6.           Releases by Holders of Claims and
Interests.

     

    (a)           Except
as otherwise provided herein, as of the Effective Date, each Non-Debtor
Releasing Party, in consideration of the obligations of the Debtors and the
Reorganized Debtors under the Plan and the Cash, the New Aurora Preferred Stock,
the New Aurora Class A Common Stock, the Exit Credit Facility (including the New
Secured Notes and the Working Capital Loans Notes), the New Warrants, and other
contracts, instruments, releases, agreements, and documents to be executed and
delivered in connection with the Plan, and in consideration of (i) the efforts
of the Released Parties to facilitate the expeditious reorganization of the
Debtors and the implementation of the restructuring contemplated by the Plan and
(ii) certain of the Released Parties’ agreeing to have their claims under their
change-of-control agreements treated in the manner set forth in the Management
Transition Services Agreements and/or making the Lawson & Kidd Payment (as
applicable), shall be deemed to have conclusively, absolutely, unconditionally,
irrevocably, and forever released and discharged the Released Parties from any
and all claims, obligations, rights, Causes of Action, or liabilities
(including, but not limited to, any claims arising out of, or relating to, any
alleged fiduciary or other duty; any alleged violation of any federal or state
securities law or any other law relating to creditors’ rights generally; any of
the Released Parties’ or the Non-Debtor Releasing Parties’ ownership of any
securities of either of the Debtors; or any derivative claims asserted on behalf
of a Debtor), whether liquidated or unliquidated, fixed or contingent, matured
or unmatured, known or unknown, foreseen or unforeseen, existing or hereafter
arising, in law, equity or otherwise, that such Non-Debtor Releasing Party ever
had, now has, or may have that are based in whole or in part on any act,
omission, transaction, or occurrence from the beginning of time through and
including the Effective Date in any way relating to the Debtors, these Cases and
the commencement thereof, or the Plan; the Disclosure Statement; the Plan
Documents; the formulation, negotiation, preparation, dissemination,
implementation, and/or administration of the Plan, the Disclosure Statement, and
the Plan Documents; the confirmation and consummation of the Plan; the subject
matter of, or the transactions or events giving rise to, any Claim or Interest
of such Non-Debtor Releasing Party, any security previously issued by either of
the Debtors, and any and all claims based upon or arising out of such actions or
omissions shall be forever and completely waived and released by the Non-Debtor
Releasing Parties; provided, however, this Section
9.6(a) shall not release, and the Non-Debtor Releasing Parties do not waive the
right to enforce, the Debtors’ or the Reorganized Debtors’ duties, obligations,
covenants, and agreements under (a) the Plan, (b) any settlement agreement
approved by the Bankruptcy Court in these Cases, (c) the Assumed Contracts, or
(d) the Plan Documents to be delivered under the Plan; provided further, however, that the
release set forth in this Section 9.6(a) is in addition to the discharge of
Claims and termination of Interests provided in this Plan and under the
Confirmation Order and the Bankruptcy Code; and provided further, however, that nothing
in this Section 9.6(a) shall be deemed to assert or imply any admission of
liability on the part of any of the Released Parties.  Without
limiting the generality of the foregoing, the Lawson & Kidd Payment, to the
extent actually made on or prior to the Effective Date, shall be in full
settlement of any and all claims or causes of action that the Debtors, the
Estates, or any Non-Debtor Releasing Parties may have against Lawson & Kidd,
LLP or its principals or any other related Person; in the event the Lawson &
Kidd Payment is not made by Lawson & Kidd, LLP on or prior to the Effective
Date, the releases provided for in Article IX of this Plan shall not apply to
Lawson & Kidd, LLP or its principals or any related Person.

     

    
      
        
           


        

        
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    (b)           All
Non-Debtor Releasing Parties shall be forever precluded from asserting any of
the claims released pursuant to this Section 9.6 against any of the Released
Parties or any of the Released Parties’ respective assets; and to the extent
that any Non-Debtor Releasing Party receives monetary damages from any Released
Party on account of any claim released pursuant to this Section 9.6, such
Non-Debtor Releasing Party hereby assigns all of its right, title, and interest
in and to such recovery to the Released Parties against whom such money is
recovered.

     

    (c)           Notwithstanding
any provision of the Plan to the contrary, the releases contained in this
Section 9.6 shall not be construed as, or operate as a release of, or limitation
on (i) any claims by the Non-Debtor Releasing Parties against the Released
Parties that do not relate to or involve the Debtors or these Cases, (ii) any
claims, obligations, rights, causes of action, or liabilities by the Non-Debtor
Releasing Parties against the Released Parties arising out of any action or
omission to the extent that such action or omission is determined in a Final
Order by a court of competent jurisdiction to have constituted willful
misconduct or fraud, or (iii) objections to Claims.

     

    9.7.           Release by the Debtor Releasing
Parties.  On
the Effective Date, pursuant to Bankruptcy Code § 1123(b), Bankruptcy Rule 9019,
or otherwise, and except as otherwise specifically provided in the Plan or in
the Plan Documents, the Debtor Releasing Parties, in consideration of the
obligations of the Debtors and the Reorganized Debtors under the Plan and the
Cash, the New Aurora Preferred Stock, the New Aurora Class A Common Stock, the
Exit Credit Facility (including the New Secured Notes and the Working Capital
Loans Notes), the New Warrants, and other contracts, instruments, releases,
agreements, and documents to be executed and delivered in connection with the
Plan, and in consideration of (i) the efforts of the Released Parties to
facilitate the expeditious reorganization of the Debtors and the implementation
of the restructuring contemplated by the Plan and (ii) certain of the Released
Parties’ agreeing to have their claims under their change-of-control agreements
treated in the manner set forth in the Management Transition Services Agreements
and/or making the Lawson & Kidd Payment (as applicable), shall be deemed to
have conclusively, absolutely, unconditionally, irrevocably, and forever
released and discharged the Released Parties from any and all claims,
obligations, suits, judgments, damages, demands, debts, rights, Causes of
Action, and liabilities, whether liquidated or unliquidated, fixed or
contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then
existing or hereafter arising, in law, equity, or otherwise, that such Debtor
Releasing Party ever had, now has, or may have that are based in whole or in
part on any act, omission, transaction, or occurrence taking place on or prior
to the Effective Date in any way relating to the Debtors, these Cases and the
Commencement thereof, or the Plan; the Disclosure Statement; the Plan Documents;
the formulation, negotiation, preparation, dissemination, implementation, and/or
administration of the Plan, the Disclosure Statement, and the Plan Documents;
the confirmation and consummation of the Plan; the subject matter of, or the
transactions or events giving rise to, any Claim or Interest of such Debtor
Releasing Party, or any security previously issued by either of the
Debtors.  The immediately preceding sentence shall not, however, apply
to (i) any indebtedness of any Person to either of the Debtors for money
borrowed by such Person or any other contractual obligation of any Person to
either of the Debtors, or (ii) any setoff or counterclaim that the Debtors may
have or assert against any Person, provided that the aggregate amount thereof
shall not exceed the aggregate amount of any Claims held or asserted by such
Person against the Debtors.  Holders of Claims and
Interests against either of the Debtors shall be enjoined
from commencing or continuing any action, employment of process, or act to
collect, offset, or recover any such claim that could be
brought on behalf of or in the name of the Debtors.

     

    
      
        
           


        

        
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    9.8.           Injunction Related to
Releases.  The Confirmation Order will and
shall be deemed to permanently enjoin the commencement or prosecution by any
Person, whether directly, derivatively, or otherwise, of any claims,
obligations, suits, judgments, damages, demands, debts, rights, Causes of
Action, or liabilities released pursuant to the Plan (including the releases set
forth in this Article IX).

     

    9.9.           Exculpation.  No Released Party shall have or
incur, and each Released Party hereby is exculpated from, any liability to any
Person for any act taken or not taken or any omission in connection with,
arising from or relating to these Cases (and the commencement or administration
thereof); the Disclosure Statement, the Plan, or the formulation, negotiation,
preparation, dissemination, implementation, or administration of any of the
foregoing documents; the solicitation of votes in connection with Confirmation
of this Plan; the Exit Credit Facility; the Plan Documents; the Confirmation
and/or consummation of this Plan; any contract, instrument, release, or other
agreement or document created or entered into in connection with the Plan; any
other act taken or omitted to be taken in connection with, or in contemplation
of, any of the restructuring or other transactions contemplated by this Plan;
and the property to be distributed or otherwise transferred under this
Plan; provided further, however, that nothing in this Plan Section
9.9 shall release any
entity from any claims, obligations, rights, causes of action, or liabilities arising out of such
entity’s fraud or willful misconduct.  Each Released Party
shall be entitled reasonably to rely upon the advice of counsel with respect to
its duties and responsibilities under this Plan, and shall be fully protected in
acting or refraining from acting in accordance with such
advice.

     

    
      
        
           


        

        
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      ARTICLE
X

    

     

    
      MODIFICATION
AND RESERVATION OF RIGHTS IN THE

    

    EVENT
OF NONACCEPTANCE OF THE PLAN

     

    The
Debtors hereby reserve the right to request that the Bankruptcy Court confirm
the Plan over the objection of any impaired Class or Interest in accordance with
the applicable provisions of Bankruptcy Code § 1129(b).  In the event
that any impaired Class or Classes of Allowed Claims that is entitled to vote
with respect to the Plan does not accept the Plan, upon the written request of
the Debtors filed with the Bankruptcy Court, the Plan shall be modified,
revised, and amended to provide such treatment as set forth in such request, to
ensure that the Plan does not discriminate unfairly, and is fair and equitable,
with respect to the Classes rejecting the Plan, and, in particular, to provide
the treatment necessary to meet the requirements of Bankruptcy Code § 1129(a)
and (b) with respect to (i) the rejecting Classes and (ii) any other Classes
adversely affected by the modifications caused by this Article X.  In
particular, the treatment of any rejecting Classes or adversely affected Classes
may be modified and amended from that set forth in Article V of the Plan, even
if less favorable, to the minimum treatment necessary to meet the requirements
of Bankruptcy Code § 1129(a) and (b).  These modifications may
include, but shall not be limited to, cancellation of all amounts otherwise
payable under the Plan to the rejecting Classes and to any junior Classes
affected thereby (even if such Classes previously accepted the Plan) consistent
with Bankruptcy Code § 1129(b)(2)(B)(ii) and (C)(ii).

     

    
      ARTICLE
XI

       

      SUBSTANTIVE
CONSOLIDATION OF THE DEBTORS

    

     

    Although
the Debtors have not, as of the date of the filing of this Plan sought such
relief, the Debtors reserve the right to seek, and only upon the consent of the
Administrative Agents, the entry of an order of the Bankruptcy Court providing
for the substantive consolidation of the Debtors for the purpose of implementing
the Plan, including for purposes of voting, confirmation, and distributions to
be made under the Plan, subject to the right of any party in interest to object
to such relief.

    
       

      ARTICLE
XII

    

     

    RETENTION
OF JURISDICTION

     

    12.1.        Claims and
Actions.  Following the Effective Date, the Bankruptcy Court
shall retain such jurisdiction over these Cases as is legally permissible,
including, without limitation, such jurisdiction as is necessary to ensure that
the intents and purposes of the Plan are carried out.  The Bankruptcy
Court shall also expressly retain jurisdiction:  (a) to hear and
determine all Claims against, or Interests in, either of the Debtors; and (b) to
enforce all Causes of Action that may exist on behalf of either of the Debtors
that are not otherwise waived or released under the Plan.

     

    
      
        
           


        

        
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    12.2.        Retention of Additional
Jurisdiction.  Following the Effective Date, the Bankruptcy
Court shall also retain jurisdiction for the purpose of classification of Claims
and Interests, the re-examination of Claims that have been Allowed, and the
dispositions of such objections as may be filed to any Claims, including
Bankruptcy Code § 502(c) proceedings for estimation of Claims.  The
Bankruptcy Court shall further retain jurisdiction for the following additional
purposes:

     

    (a)           to
decide all questions and disputes regarding title to the respective Assets of
the Debtors, all Causes of Action, controversies, disputes, or conflicts,
whether or not subject to any pending action as of the Effective Date, between
either of the Debtors and any other party, including, without limitation, any
right to recover assets pursuant to the provisions of the Bankruptcy
Code;

     

    (b)           to
modify the Plan after the Effective Date in accordance with the terms of the
Plan and pursuant to the Bankruptcy Code and the Bankruptcy Rules;

     

    (c)           to
enforce and interpret the terms and conditions of the Plan;

     

    (d)           to
enter such orders, including, but not limited to, such future injunctions as are
necessary to enforce the respective title, rights, and powers of the Debtors,
and to impose such limitations, restrictions, terms, and conditions on such
title, rights, and powers as the Bankruptcy Court may deem
necessary;

     

    (e)           to
enter an order closing these Cases;

     

    (f)           to
correct any defect, cure any omission, or reconcile any inconsistency in the
Plan or the Confirmation Order as may be necessary to implement the intents and
purposes of the Plan;

     

    (g)           to
decide any and all objections to the allowance of Claims or purported
Liens;

     

    (h)           to
determine any and all applications for allowances of compensation and
reimbursement of expenses and the reasonableness of any fees and expenses
authorized to be paid or reimbursed under the Bankruptcy Code or the
Plan;

     

    (i)           to
determine any applications or motions pending on the Effective Date for the
rejection, assumption, or assignment of any Executory Contract and to hear and
determine, and, if need be, to liquidate any and all Claims and/or disputes
arising therefrom;

     

    (j)           to
determine any and all applications, adversary proceedings, and contested matters
that may be pending on the Effective Date;

     

    
      
        
           


        

        
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    (k)           to
consider any modification of the Plan, whether or not the Plan has been
substantially consummated, and to remedy any defect or omission or to reconcile
any inconsistency in any order of the Bankruptcy Court, to the extent authorized
by the Plan or the Bankruptcy Court;

     

    (l)           to
determine all controversies, suits, and disputes that may arise in connection
with the interpretation, enforcement, or consummation of the Plan or any Plan
Document;

     

    (m)           to
consider and act on the compromise and settlement of any Claim against or Cause
of Action by or against either of the Debtors arising under or in connection
with the Plan;

     

    (n)           to
issue such orders in aid of execution of the Plan as may be authorized by
Bankruptcy Code § 1142;

     

    (o)           to
protect any Released Party against any Claims or Interests released pursuant to
Article IX of the Plan; and

     

    (p)           to
determine such other matters or proceedings as may be provided for under Title
28 or any other title of the United States Code, the Bankruptcy Code, the
Bankruptcy Rules, other applicable law, the Plan, or in any order or orders of
the Bankruptcy Court, including, but not limited to, the Confirmation Order or
any order that may arise in connection with the Plan or the Confirmation
Order.

     

    12.3.        Failure of Bankruptcy Court to
Exercise Jurisdiction.  If the Bankruptcy Court abstains from
exercising or declines to exercise jurisdiction, or is otherwise without
jurisdiction over any matter arising out of these Cases, including the matters
set forth in this Article XII, this Article XII shall not prohibit or limit the
exercise of jurisdiction by any other court having competent jurisdiction with
respect to such matter.

     

    
      ARTICLE
XIII

       

      MISCELLANEOUS
PROVISIONS

    

     

    13.1.        Governing
Law.  Except to the extent the Bankruptcy Code or Bankruptcy
Rules are applicable, and subject to the provisions of the Plan Documents and
any other contract, instrument, release, indenture, or other agreement or
document entered into in connection with the Plan, the rights and obligations
arising under the Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of Michigan, without giving effect to the
principles of conflicts of law thereof.

     

    13.2.        Revocation or Withdrawal of the
Plan.  The Debtors have the right to revoke or withdraw the
Plan prior to the Confirmation Date.  If the Debtors do so revoke or
withdraw the Plan, then the Plan shall be null and void and, in such event,
nothing contained herein shall be deemed to (a) constitute a waiver or release
of any Claims by or against, or any Interests in, the Debtors or any other
Person or (b) prejudice in any manner the rights of the Debtors or any Person in
any further proceedings involving either of the Debtors.

     

    
      
        
           


        

        
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    13.3.        Successors and
Assigns.  The rights, benefits, and obligations of any Person
named or referred to in the Plan shall be binding upon, and shall inure to the
benefit of, the heirs, executors, administrators, successors, or assigns of such
Person.

     

    13.4.        Time.  In computing
any period of time prescribed or allowed by the Plan, the provisions of
Bankruptcy Rule 9006(a) shall apply, and, among other things, the day of the
act, event, or default from which the designated period of time begins to run
shall not be included.  The last day of the period so computed shall
be included, unless it is not a Business Day or, when the act to be done is the
filing of a paper in court, a day on which weather or other conditions have made
the clerk’s office inaccessible, in which event the period runs until the end of
the next day which is not one of the aforementioned days.  When the
period of time prescribed or allowed is less than eight calendar days,
intermediate days that are not Business Days shall be excluded in the
computation.

     

    13.5.        Modification of the Plan Prior to or
After the Entry of the Confirmation Order.  The Debtors reserve
the right to alter, amend, or modify the Plan prior to or after the entry of the
Confirmation Order.  After the entry of the Confirmation Order, the
Debtors or the Reorganized Debtors, as the case may be, upon order of the
Bankruptcy Court, may amend or modify the Plan in accordance with Bankruptcy
Code § 1127.

     

    13.6.        No Penalty or Late
Charges.  Except as expressly stated in the Plan, or allowed by
a Final Order of the Bankruptcy Court, no penalty or late charge is to be
allowed on any Claim subsequent to the Petition Date.

     

    13.7.        Professional Fees. No
Professional Fees shall be paid with respect to any Claim or Interest except as
specified herein or as allowed by an order of the Bankruptcy
Court.  All final applications for Professional Fees for services
rendered in connection with these Cases prior to and including the Confirmation
Date shall be filed with the Bankruptcy Court not later than 90 days after the
Effective Date.

     

    13.8.        Amounts of Claims. All
references to Claims and amounts of Claims refer to the amount of the Claim
allowed by Final Order of the Bankruptcy Court or by the Plan; provided, however, that Claims
that have been objected to and that have not been allowed or disallowed prior to
the day set for return of Ballots shall be voted and counted, if at all, at
$0.  The Debtors and other interested parties reserve the right, both
before and after Confirmation, to object to Claims so as to have the Bankruptcy
Court determine or estimate the Allowed amount of such Claim under the
Plan.

     

    13.9.        Deletion of Certain
Classes.  Any Class that is not occupied as of the date of the
commencement of the hearing conducted by the Bankruptcy Court to consider the
proposed Confirmation of the Plan by an Allowed Claim, or a Claim temporarily
allowed under Bankruptcy Rule 3018, shall be deemed deleted from the Plan for
all purposes.

     

    13.10.      Bankruptcy Code § 1145 and Other
Exemptions.  Pursuant to Bankruptcy Code § 1145(a)(1), the
issuance of any securities under the Plan, including, without limitation, the
New Aurora Preferred Stock, the New Aurora Class A Common Stock, and the New
Secured Notes, to the extent any of the foregoing constitute “securities” under
applicable law, shall be exempt from the registration requirements of the
Securities Act, and any state or local laws requiring registration for the offer
or sale of securities.  All such securities, when issued or sold,
shall be freely transferable by the recipients thereof, subject
to:  (i) the provisions of Bankruptcy Code § 1145(b) relating to
“underwriters,” as defined therein, (ii) any restrictions contained in the terms
of the securities themselves; or (iii) any restrictions on the securities that
have been agreed to by the Holder of the securities with respect
thereto.  Any securities to be issued under the Plan shall be issued
without further act or action under applicable law, regulation, order, or
rule.  To the maximum extent permitted by law, pursuant to Section
4(2) of the Securities Act, Regulation D of the Securities Act, Rule 701
promulgated under the Securities Act, or otherwise, the issuance of any shares
of the New Aurora Common Stock or other equity securities of Reorganized Aurora
in connection with the exercise of the New Warrants or pursuant to the
Management and Director Equity Plan shall be exempt from the registration
requirements of the Securities Act, and any state or local laws requiring
registration for the sale of securities.

     

    
      
        
           


        

        
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    13.11.      Bankruptcy Code § 1146(a)
Exemption.  Pursuant to Bankruptcy Code § 1146(a), the
issuance, transfer, or exchange of any security under the Plan; the making or
delivery of any instrument of transfer pursuant to, in implementation of, or as
contemplated by the Plan; and the revesting, transfer, assignment, or sale of
any real or personal property of either of the Debtors pursuant to, in
implementation of, or as contemplated by the Plan shall not be taxed under any
state or local law imposing a stamp tax, transfer tax, or similar tax or
fee.

     

    13.12.      Applicability of Bankruptcy Code §
1125.  The protection afforded by Bankruptcy Code § 1125(e)
with regard to the solicitation of acceptances or rejections of the Plan and
with regard to the offer, issuance, sale, or purchase of the New Aurora
Preferred Stock, the New Aurora Class A Common Stock (including any and all
shares of common equity of Reorganized Aurora issued upon the exercise of the
New Warrants), the New Aurora Class B Common Stock, the New Warrants, the New
Secured Notes, the Working Capital Loans Notes, and/or any other securities or
notes issued in connection with the Plan, the Confirmation Order, or a Plan
Document, shall apply to the fullest extent provided by law, and the entry of
the Confirmation Order shall constitute the determination by the Bankruptcy
Court that the Debtors, the DIP Facility Lenders, the Creditors Committee, the
First Lien Loan Lenders, the Second Lien Loan Lenders, the Administrative
Agents, and each of their respective officers, directors, partners, employees,
members, agents, attorneys, accountants, financial advisors, investment bankers,
dealer-managers, placement agents, and other professionals, shall have acted in
good faith and in compliance with the applicable provisions of the Bankruptcy
Code pursuant to Bankruptcy Code § 1125(e) and, therefore, are not liable on
account of such solicitation or participation, for violation of any applicable
law, rule, or regulation governing solicitation of acceptance or rejection of a
plan or the offer, issuance, sale, or purchase of securities.

     

    13.13.      Substantial
Consummation.  On the Effective Date, the Plan shall be deemed
to be substantially consummated under Bankruptcy Code §§ 1101 and
1127(b).

     

    13.14.      Rules of
Interpretation.

     

    (a)           For
purposes of the Plan:  (i) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural, shall
include both the singular and the plural, and pronouns stated in the masculine,
feminine, or neuter gender shall include the masculine, feminine, and the neuter
gender; (ii) any reference in the Plan to a contract, instrument, release,
indenture, or other agreement or document being in a particular form or on
particular terms and conditions means that such document shall be substantially
in such from or substantially on such terms and conditions; (iii) any reference
in the Plan to an existing document or exhibit filed, or to be filed, shall mean
such document or exhibit, as it may have been or may be amended, modified, or
supplemented in accordance with its terms; (iv) unless otherwise specified, all
references in the Plan to Sections, Articles, and Exhibits are references to
Sections, Articles, and Exhibits of or to the Plan; (v) the words “herein” and
“hereto” refer to the Plan in its entirety rather than to a particular portion
of the Plan; (vi) captions and headings and references to Articles and Sections
are inserted for convenience of reference only and are not intended to be a part
of or to affect the interpretation of the Plan; (vii) the terms “including,”
“including, but not limited to,” and “including, without limitation,” shall be
deemed interchangeable and given the same interpretation; and (viii) the rules
of construction set forth in Bankruptcy Code § 102 shall apply.

     

    
      
        
           


        

        
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    (b)           This
Plan is the product of extensive discussions and negotiations between and among
the Debtors, the First Lien Loan Lenders, the Second Lien Loan Lenders, the DIP
Facility Lenders, the Exit Credit Facility Lenders, and the Administrative
Agents.  Each of the foregoing was represented by counsel who either
(i) participated in the formulation and documentation of, or (ii) was afforded
the opportunity to review and provide comments on, the Plan, the Disclosure
Statement, the Plan Documents, and any other documents ancillary
thereto.  Accordingly, the general rule of contract construction known
as “contra preferentem”
shall not apply to the construction or interpretation of any provision of this
Plan, the Disclosure Statement, any of the Plan Documents, or the Confirmation
Order.

     

    13.15.      Severability.  Except
as to terms which, if unenforceable, would frustrate the overall purposes of
this Plan, should any provision in the Plan be determined to be unenforceable,
such determination shall in no way limit or affect the enforceability and
operative effect of any or all other provisions of the Plan.

     

    13.16.      Implementation.  The
Debtors, the Reorganized Debtors, the First Lien Loan Lenders, the Second Lien
Loan Lenders, the Administrative Agents, the DIP Facility Lenders, the Creditors
Committee and any other Committee, and any and all Exit Credit Facility Lenders,
shall take all steps, and execute all documents, including appropriate releases
and certificates, reasonably necessary or appropriate to effectuate the
provisions contained in this Plan.

     

    13.17.      Inconsistency.  In
the event of any inconsistency between the Plan and the Disclosure Statement,
the provisions of the Plan shall govern; in the event of any inconsistency
between the Plan or the Confirmation Order and any Plan Document, the provisions
of such Plan Document shall govern (except to the extent of any such
inconsistencies that are adverse to the Debtors, the Estates, or the Reorganized
Debtors, in which case the Plan or the Confirmation Order, as applicable, shall
govern).

     

    13.18.      Service of
Documents.  Any pleading, notice or other document required by
the Plan to be served on or delivered to the following parties shall be sent by
first class U.S. mail, postage prepaid to:

     

    
      
        
           


        

        
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    The
Debtors and the Reorganized Debtors:

     

    Aurora
Oil & Gas Corporation

    4110
Copper Ridge Drive, Suite 100

    Traverse
City, Michigan  49684

    Attn:  Ms.
Barbara E. Lawson

     

    Hudson
Pipeline & Processing Co., LLC

    4110
Copper Ridge Drive, Suite 100

    Traverse
City, Michigan  49684

    Attn:  Ms.
Barbara E. Lawson

     

    with
copies to

     

    Huron
Consulting

    12400
Coit Road, Suite 570

    Dallas,
Texas 72521

    Attn:  Mr.
Sanford R. Edlein

     

    Cahill
Gordon & Reindel llp

    Eighty
Pine Street

    New York,
New York  10005-1702

    Attn:  Joel
H. Levitin, Esq. and

    Stephen
J. Gordon, Esq.

     

    and

     

    Warner
Norcross & Judd LLP

    900 Fifth
Third Center, 111 Lyon Street NW

    Grand
Rapids, Michigan  49503

    Attn:  Stephen
B. Grow, Esq.

     

    13.19.      Compromise of
Controversies.  Pursuant to Bankruptcy Rule 9019, and in
consideration of the classification, distribution, and other benefits provided
under the Plan, the provisions of this Plan shall constitute a good faith
compromise and settlement of all Claims, Interests, or controversies resolved
pursuant to the Plan.  The entry of the Confirmation Order shall
constitute the Bankruptcy Court’s approval of each of the compromises or
settlements provided for in the Plan, and the Bankruptcy Court’s findings shall
constitute the Bankruptcy Court’s determination that such compromises and
settlements are in the best interests of the Debtors, the Reorganized Debtors,
the Estates, and any Person holding Claims against or Interests in either of the
Debtors.

     

    13.20.      No
Admissions.  Notwithstanding anything herein to the contrary,
nothing contained in the Plan shall be deemed as an admission by any Person with
respect to any matter set forth herein.

     

    
      
        
           


        

        
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    13.21.      Filing of Additional
Documents.  On or before the Effective Date, the Debtors may
file with the Bankruptcy Court such agreements and other documents as may be
necessary and appropriate to effectuate and further evidence the terms and
conditions of the Plan.

     

    13.22.      Dissolution of the Creditors
Committee.  On the Effective Date, the Creditors Committee
shall be deemed dissolved and the members of the Creditors Committee shall be
released and discharged from all rights and duties arising from or related to
these Cases.  Unless otherwise agreed by the Reorganized Debtors, any
Professionals retained by the Creditors Committee and the members thereof shall
not be entitled to compensation or reimbursement of Professional Fees rendered
after the Effective Date, except for Professional Fees incurred in connection
with any applications for allowance of Professional Fees incurred as of the
Effective Date and approved by the Bankruptcy Court.

     

    13.23.      Further
Actions.  The Debtors and the Reorganized Debtors shall be
authorized to execute, deliver, file, or record such documents, contracts,
instruments, certificates, releases, and other agreements and to take such other
action as may be reasonably necessary or appropriate to effectuate and further
evidence the terms and conditions of the Plan, any Plan Document, the
transactions contemplated herein and therein, the Management and Director Equity
Plan, the Registration Rights Agreement, the Exit Credit Facility, or any notes
or guarantee issued in connection herewith or therewith.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Dated:  November
      5, 2009

                                        	
                                          AURORA
      OIL & GAS CORPORATION

                                        
	 
      	
                                          Debtor
      and Debtor-in-Possession

                                           

                                           

                                        
	 
      	
                                          By:

                                        	
                                          /s/ Sanford R. Edlein

                                        	 
      
	 
      	 
      	
                                          Sanford
      R. Edlein,

                                        
	 
      	 
      	
                                          Chief
      Restructuring Officer

                                           

                                           

                                        
	 
      	
                                          HUDSON
      PIPELINE & PROCESSING CO., LLC,

                                        
	 
      	
                                          Debtor
      and Debtor-in-Possession

                                           

                                           

                                        
	 
      	
                                          By:

                                        	
                                          /s/  Sanford R.
      Edlein

                                        	 
      
	 
      	 
      	
                                          Sanford
      R. Edlein,

                                        
	 
      	 
      	
                                          Chief
      Restructuring
Officer

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
          -62-

          
            

          

        

        
           


        

      

    

     

    
      
        
          	 
      	
                  Submitted
      by:

                   

                	 
      
	 
      	
                  /s/ Stephen B. Grow

                	 
      
	 
      	
                  WARNER
      NORCROSS & JUDD LLP

                	 
      
	 
      	
                   

                  Stephen
      B. Grow (P39622)

                	 
      
	 
      	
                  900
      Fifth Third Center, 111 Lyon Street NW

                	 
      
	 
      	
                  Grand
      Rapids, Michigan  49503

                	 
      
	 
      	
                  Telephone:  (616)
      752-2158

                	 
      
	 
      	
                  Facsimile:  (616)
      222-2158

                	 
      
	 
      	
                  sgrow@wnj.com

                	 
      
	 
      	 
      	 
      
	 
      	
                  and

                   

                	 
      
	 
      	
                  CAHILL
      GORDON & REINDEL llp

                   

                	 
      
	 
      	
                  Joel
      H. Levitin

                	 
      
	 
      	
                  Stephen
      J. Gordon

                	 
      
	 
      	
                  Eighty
      Pine Street

                	 
      
	 
      	
                  New
      York, New York  10005-1702

                	 
      
	 
      	
                  Telephone:  (212)
      701-3000

                	 
      
	 
      	
                  Facsimile:  (212)
      269-5420

                   

                	 
      
	 
      	
                  Attorneys
      for the Debtors and Debtors-in-Possession

                	 
      


        

      

    

     

    
      
         


      

      
        -63-